UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): March 27, 2019

 

SIMPLICITY ESPORTS AND GAMING COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware   001-38188   82-1231127
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

7000 W. Palmetto Park Rd., Suite 210
Boca Raton, FL 33433
  (Address of Principal Executive Offices)

 

(855) 345-9467

Registrant’s telephone number, including area code

 

1345 Avenue of the Americas, 15 th Floor

New York, NY 10105

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed, management of Simplicity Esports and Gamily Company (the "Company") has decided that moving from The Nasdaq Stock Market ("Nasdaq") to the OTCQB is more appropriate for the Company at this time, while the Company builds out its planned network of retail esport centers. On April 1, 2019, the Company was notified by Nasdaq that it would delist the Company’s common stock and warrants. The Company’s common stock and warrants were previously suspended from trading on Nasdaq, effective January 25, 2019.

 

On April 2, 2019, Nasdaq filed a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Securities and Exchange Commission relating to the Company’s common stock and warrants. As a result, the Company’s common stock and warrants were delisted from Nasdaq effective April 2, 2019.

 

As previously announced, since January 25, 2019, the Company’s common stock and warrants currently have been quoted on the OTCQB under the symbols “WINR” and “WINRW,” respectively. The continuity of the Company's business plan, direction and goals remain unchanged as the Company continues to build shareholder value.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On March 27, 2019, the Company sold an aggregate of 812,500 units (the “Units”) at a purchase price of $2.00 per Unit to 11 accredited investors in exchange for receipt of $1,625,000. Each unit consists of (i) one share of common stock, and (ii) a 5-year warrant to purchase one share of common stock at a purchase price of $4.00.

 

The Company sold the Units in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. Each of the investors represented that it was acquiring the units for investment only and not with a view toward, or for resale in connection with, the public sale or distribution thereof. Accordingly, the units have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

The disclosure set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 27, 2019, pursuant to a Restricted Stock Award (the “Kaplan Restricted Stock Award”), the Company granted Jed Kaplan, the Company’s Chief Executive Officer and interim Chief Financial Officer and a member of the Company’s board of directors, 120,000 shares of Company restricted stock. Such shares vest according to the following schedule:

 

Number of Restricted Stock   Vesting Date
20,000   March 27, 2019
10,000   March 31, 2019
10,000   April 30, 2019
10,000   May 30, 2019
10,000   June 30, 2019
10,000   July 31, 2019
10,000   August 31, 2019
10,000   September 30, 2019
10,000   October 31, 2019
10,000   November 31, 2019
10,000   December 31, 2019

 

Also on March 27, 2019, pursuant to a Restricted Stock Award (the “Franklin Restricted Stock Award”), the Company granted Roman Franklin, the Company President and a member of the Company’s board of directors, 36,000 shares of Company restricted stock. Such shares vest according to the following schedule:

 

Number of Restricted Stock   Vesting Date
6,000   March 27, 2019
3,000   March 31, 2019
3,000   April 30, 2019
3,000   May 30, 2019
3,000   June 30, 2019
3,000   July 31, 2019
3,000   August 31, 2019
3,000   September 30, 2019
3,000   October 31, 2019
3,000   November 31, 2019
3,000   December 31, 2019

 

Also on March 27, 2019, pursuant to a Restricted Stock Award (the “Grossman Restricted Stock Award” and collectively with the Kaplan Restricted Stock Award and the Franklin Restricted Stock Award, the “Restricted Stock Awards”), the Company granted Steve Grossman, President of Simplicity Esports LLC, a wholly owned subsidiary of the Company, 24,000 shares of Company restricted stock. Such shares vest according to the following schedule:

 

Number of Restricted Stock   Vesting Date
4,000   March 27, 2019
2,000   March 31, 2019
2,000   April 30, 2019
2,000   May 30, 2019
2,000   June 30, 2019
2,000   July 31, 2019
2,000   August 31, 2019
2,000   September 30, 2019
2,000   October 31, 2019
2,000   November 31, 2019
2,000   December 31, 2019

 

Each of the Restricted Stock Awards was entered into in connection with entry into employment agreements with each of Messrs. Kaplan, Franklin and Grossman on December 31, 2018 (collectively, the “Employment Agreements”). The Employment Agreements were filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2019.

 

The Restricted Stock Awards are filed as Exhibits 10.1 (Kaplan Restricted Stock Award), 10.2 (Franklin Restricted Stock Award) and 10.3 (Grossman Restricted Stock Award), respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

Beginning on April 2, 2019, management of the Company will deliver the investor presentation attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit No.    
10.1   Restricted Stock Award Agreement dated March 27, 2019 between the registrant and Jed Kaplan.
10.2   Restricted Stock Award Agreement dated March 27, 2019 between the registrant and Roman Franklin.
10.3   Restricted Stock Award Agreement dated March 27, 2019 between the registrant and Steve Grossman.
99.1   Investor presentation to be delivered by management.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Simplicity Esports and Gaming Company
   
Date: April 2, 2019 By: /s/ Jed Kaplan  
   

Jed Kaplan

Chief Executive Officer and interim Chief Financial Officer

 

 

Exhibit 10.1

 

Restricted Stock Award Agreement

(Jed Kaplan)

 

Dated as of March 27, 2019

 

This Restricted Stock Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Simplicity Esports and Gaming Company, formerly known as Smaaash Entertainment Inc., a Delaware corporation (the “Company”), and Jed Kaplan (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party.”

 

WHEREAS, the Company and Executive are the parties to that certain Employment Agreement dated as of December 31, 2018 (the “Employment Agreement); and

 

WHEREAS, pursuant to the Employment Agreement the Parties have agreed that Executive shall be granted certain shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”);

 

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

 

1. Defined Terms; Amendment . Defined terms used herein without definition shall have the meanings given in the Employment Agreement. To the extent that any of the provisions herein conflict with the terms of the Employment Agreement, including, without limitation, Section 5(b) thereof, this Agreement shall amend, and shall be deemed to be an amendment of, the Employment Agreement.

 

2. Grant . Pursuant to the terms of the Employment Agreement and the terms herein, the Company hereby grants to Executive as of the Award Date the number of shares of Common Stock (the “Restricted Stock”) as set forth in Schedule A attached to this Agreement (the “Schedule”), subject to the terms and conditions of the Agreement. The Restricted Stock shall constitute an “equity grant” for purposes of the Employment Agreement, and any reference herein to the Restricted Stock shall also be deemed a reference to such “equity grants.”

 

3. Vesting and Rights to the Restricted Stock .

 

(a) Executive shall be entitled to exercise and enjoy all rights and entitlements of ownership of the Restricted Stock, including the right to vote such Restricted Stock on all matters which come before the shareholders of the Company and the right to receive dividends and other distributions thereon, except that, until the Restricted Stock vests pursuant to the terms and conditions herein the following restrictions (the “Restrictions”) shall apply: (i) Executive may not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the Restricted Stock and any such attempted disposition or encumbrance shall be void and unenforceable against the Company; (ii) dividends and other distributions on the Restricted Stock will be subject to the provisions set forth in Section 3(d), Section 4 and Section 6; and (iii) Executive’s shares of Restricted Stock will be subject to forfeiture pursuant to the provisions herein.

 

1

 

 

(b) Subject to the other provisions herein, the Restricted Stock will vest in accordance with the vesting schedule and terms set forth in Schedule A attached hereto, subject to the terms of the Employment Agreement. If the Restricted Stock does not vest according to the terms and conditions set forth herein and in the Employment Agreement, the Restricted Stock will be forfeited and returned to the Company, and all Executive’s rights, or the rights of Executive’s heirs in and to such Restricted Stock and stock dividends thereon will terminate, unless the Board determines otherwise in its sole and absolute discretion.

 

(c) This grant of the Restricted Stock shall be subject to the terms and conditions of the Employment Agreement, and the vesting of the Restricted Stock may be accelerated, and any unvested Restricted Stock may be forfeited, pursuant to the terms and conditions of the Employment Agreement.

 

(d) Cash dividends, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be paid in Executive’s name and will be delivered to Executive by the Company, as soon as practicable following the payment thereof. Stock dividends or other distributions, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be issued in Executive’s name but will be subject to the same restrictions as the Restricted Stock and will be held in custody by the Company until the date they vest as provided herein.

 

(e) Subject to the provisions herein, upon the date the Restricted Stock vests in accordance with the terms of this Section 3, Executive shall become entitled to receive a stock certificate evidencing such shares or have shares delivered electronically to Executive’s broker, and the Restrictions applicable to those shares of Restricted Stock shall become null and void and cease to exist with respect to such shares.

 

4. Issuance and Delivery . The issuance or delivery of any shares of Restricted Stock which have vested may be postponed by the Board for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of any national securities exchange, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to deliver any such shares of Restricted Stock to Executive if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange, or Executive shall not yet have complied fully with the provisions herein.

 

5. Representations and Warranties .

 

(a) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act (an “Accredited Investor”).

 

2

 

 

(b) Executive hereby represent that the Restricted Stock awarded pursuant to this Agreement is being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of shares of Restricted Stock which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consent to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Restricted Stock (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

 

(c) Executive understands that the Restricted Stock is being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Restricted Stock.

 

(d) Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Restricted Stock. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Restricted Stock notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Restricted Stock. Executive has full power and authority to make the representations referred to herein, to acquire the Restricted Stock and to execute and deliver this Agreement. Executive, either personally, or together with his advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Restricted Stock, is able to bear the risks of an investment in the Restricted Stock and understands the risks of, and other considerations relating to, a purchase of the Restricted Stock. The Executive and its advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Restricted Stock. Executive’s financial condition is such that Executive is able to bear the risk of holding the Restricted Stock that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Restricted Stock to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

 

3

 

 

(e) Executive also acknowledges and agrees that an investment in the Restricted Stock is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Restricted Stock will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Restricted Stock should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Restricted Stock. Executive has full power and authority to make the representations referred to herein, to acquire the Restricted Stock and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Restricted Stock under the federal and state securities laws and for other purposes.

 

(f) Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Restricted Stock.

 

(g) Executive understands that until such time as the Restricted Stock has been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Restricted Stock may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Restricted Stock):

 

4

 

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

(h) This Agreement has been duly and validly authorized by Executive. This Agreement has been duly executed and delivered on behalf of Executive, and this Agreement constitutes a valid and binding agreement of Executive enforceable in accordance with its terms.

 

(i) Executive is an individual resident of the state of Florida.

 

6. No Transfer . Executive may not sell or transfer this Agreement or the Restricted Stock prior to vesting, or any rights herein or therein, and any attempted transfer shall be null and void ab initio and the Company shall not recognize any purported transferee as the holder thereof.

 

7. Taxes.

 

(a) Executive shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. Executive shall be responsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the Restricted Stock.

 

(b) Subject to provisions discussed herein, under Section 83 of the Code, Executive will recognize ordinary income upon transfer of the shares of Restricted Stock to Executive, measured as the difference between the fair market value of the granted shares of Restricted Stock on the date of transfer and the amount paid for the granted shares of Restricted Stock, if any. The capital gains holding period will begin on the date of transfer.

 

(c) To the extent that the granted shares of Restricted Stock are subject to a “substantial risk of forfeiture” (within the meaning of Section 83 of the Code) on the Award Date, Executive will not recognize ordinary income until the granted shares of Restricted Stock are no longer subject to a substantial risk of forfeiture (i.e., as the shares of Restricted Stock vest). Executive’s ordinary income is measured as the difference between the amount paid for the granted shares of Restricted Stock, if any, and the fair market value of the granted shares of Restricted Stock when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture. The capital gains holding period for shares of Restricted Stock subject to a substantial risk of forfeiture begins on the date when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture.

 

5

 

 

(d) If the shares of Restricted Stock are subject to a substantial risk of forfeiture, Executive may nonetheless accelerate Executive’s recognition of ordinary income, if any, and begin Executive’s capital gains holding period by timely filing an election pursuant to Section 83(b) of the Code (the “83(b) Election”). If Executive makes an 83(b) Election, the excess of (i) the fair market value of the granted shares of Restricted Stock on the Award Date over (ii) the purchase price, if any, paid for the granted shares of Restricted Stock will be included in Executive’s ordinary income. If the granted shares of Restricted Stock are later forfeited, however, Executive will not be entitled to a tax deduction or a refund of the tax already paid. If Executive makes the 83(b) Election, Executive will not recognize any additional income when the granted shares of Restricted Stock vest and any appreciation in the value of the granted shares of Restricted Stock after the election is not taxed as compensation but instead is taxed as capital gains when the granted shares of Restricted Stock are sold.

 

(e) The 83(b) Election must be filed with the Internal Revenue Service within 30 days after the shares of Restricted Stock are transferred. Any ordinary income resulting from the election will be subject to applicable tax withholding requirements. The election is generally irrevocable and cannot be made after the 30-day period has expired. In the event that Executive makes an 83(b) Election, Executive (i) shall promptly provide the Company with a copy of the 83(b) Election, as filed with the Internal Revenue Service; and (ii) the Company may withhold from any payments due to Executive any applicable federal, state, or local taxes and such other deductions as are prescribed by law, or Executive will pay to the Company all such tax withholding amounts promptly upon request.

 

(f) The foregoing is only a summary of the effect of U.S. federal income taxation on Executive with respect to the grant of the Restricted Stock. It does not purport to be a complete discussion of the U.S. federal income tax consequences. It does not discuss the income tax laws of any state, municipality, or foreign country in which Executive’s income or gain may be taxable. In any event, Executive is hereby advised to consult Executive’s own tax advisor as to the consequences of making an 83(b) Election. If Executive desires to make an 83(b) Election, then it is Executive’s responsibility to timely make a valid election.

 

6

 

 

(g) THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO EXECUTIVE. EXECUTIVE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. EXECUTIVE ACKNOWLEDGES THAT IT IS EXECUTIVE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON EXECUTIVE’S BEHALF. BY SIGNING THIS AGREEMENT, EXECUTIVE REPRESENTS THAT EXECUTIVE HAS REVIEWED WITH EXECUTIVE’S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT EXECUTIVE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. EXECUTIVE UNDERSTANDS AND AGREES THAT EXECUTIVE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

 

8. Data Privacy Consent . In order to administer the this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of this Agreement (the “Relevant Information”). By entering into this Agreement, the Executive (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Executive may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Executive shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

 

9. Review . The Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing this Agreement and fully understands all provisions of this Agreement. The Executive hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions relating to this Agreement.

 

10. No Rights to Continued Employment . This Agreement does not confer upon Executive any right to continued employment by the Company or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the Company’s right to terminate Executive’s employment as provided for in the Employment Agreement.

 

11. No Restriction . Nothing in this Agreement will restrict or limit in any way the right of the Board to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.

 

7

 

 

12. Power of Attorney . Executive hereby irrevocably appoints the Company and each of its officers, employees and agents as Executive’s true and lawful attorneys with power (i) to sign in Executive’s name and on Executive’s behalf stock certificates and stock powers covering some or all of the Restricted Stock and such other documents and instruments as the Board deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Board deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Executive agree to execute such other stock powers and documents as may be reasonably requested from time to time by the Board to effectuate the terms of this Agreement.

 

13. Expenses . Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Party incurring such costs and expenses.

 

14. Effect of Waiver . The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

 

15. Assignment . This Agreement may not be assigned by either Party without the express prior written consent of the other Party hereto, except that the Company (i) may assign this Agreement to any subsidiary or affiliate of the Company, provided that no such assignment shall relieve the Company of its obligations hereunder without the written consent of the Executive, and (ii) will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

 

16. No Third-Party Right s . Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto.

 

17. Entire Agreement; Effectiveness of Agreement . This Agreement and the Employment Agreement set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Executive’s employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.

 

18. Survival . The provisions herein which may apply following any expiration or termination of Executive’s employment with the Company and the Employment Agreement shall survive any termination or expiration of this Agreement.

 

8

 

 

19. Severability . If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

 

20. Governing Law and Waiver of Jury Trial . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO RULES GOVERNING CONFLICTS OF LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.

 

21. Enforcement . The Executive hereby expressly acknowledges that the restrictions contained herein are reasonable and necessary to protect the Company’s legitimate interests, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of such restrictions will result in irreparable harm to the Company. The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of the restrictions contained herein, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The Executive irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph shall be brought in a state or federal court located in the State of New York, having jurisdiction over the County of York (the “Selected Courts”), (ii) consents to the non-exclusive jurisdiction of the Selected Courts in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any Selected Court.

 

22. Arbitration . Other than as set forth in Section 20, any controversy, claim or dispute arising out of or relating to this Agreement shall be resolved by arbitration in the Borough of Manhattan, New York City, New York pursuant to then-prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential damages.

 

9

 

 

23. Notices . All notices and other communications hereunder shall be given in accordance with the notices provisions of the Employment Agreement.

 

24. Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

 

25. Rule of Constructio n . The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

 

26. Execution in Counterparts, Electronic Transmission . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

 

[Signatures appear on following page]

 

10

 

 

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

 

  Simplicity Esports and Gaming Company
   
  By: /s/ Roman Franklin  
  Name: Roman Franklin
Title:   President

 

  Executive: Jed Kaplan
   
  By: /s/ Jed Kaplan  
  Name: Jed Kaplan

 

11

 

 

Schedule A

 

Restricted Stock Award

 

Award
Grant Recipient Name: Jed Kaplan
Grant Date: March 27, 2019
Restricted Stock Granted: 120,000
Vesting Schedule

Number of Restricted

Stock

Vesting Date
20,000 March 27, 2019
10,000 March 31, 2019
10,000 April 30, 2019
10,000 May 30, 2019
10,000 June 30, 2019
10,000 July 31, 2019
10,000 August 31, 2019
10,000 September 30, 2019
10,000 October 31, 2019
10,000 November 31, 2019
10,000 December 31, 2019

 

12

Exhibit 10.2

 

Restricted Stock Award Agreement

(Steve Grossman)

 

Dated as of March 27, 2019

 

This Restricted Stock Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Simplicity Esports and Gaming Company, formerly known as Smaaash Entertainment Inc., a Delaware corporation (the “Company”), and Steve Grossman (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party.”

 

WHEREAS, the Company and Executive are the parties to that certain Employment Agreement dated as of December 31, 2018 (the “Employment Agreement); and

 

WHEREAS, pursuant to the Employment Agreement the Parties have agreed that Executive shall be granted certain shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”);

 

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

 

1. Defined Terms; Amendment . Defined terms used herein without definition shall have the meanings given in the Employment Agreement. To the extent that any of the provisions herein conflict with the terms of the Employment Agreement, including, without limitation, Section 5(b) thereof, this Agreement shall amend, and shall be deemed to be an amendment of, the Employment Agreement.

 

2. Grant . Pursuant to the terms of the Employment Agreement and the terms herein, the Company hereby grants to Executive as of the Award Date the number of shares of Common Stock (the “Restricted Stock”) as set forth in Schedule A attached to this Agreement (the “Schedule”), subject to the terms and conditions of the Agreement. The Restricted Stock shall constitute an “equity grant” for purposes of the Employment Agreement, and any reference herein to the Restricted Stock shall also be deemed a reference to such “equity grants.”

 

3. Vesting and Rights to the Restricted Stock .

 

(a) Executive shall be entitled to exercise and enjoy all rights and entitlements of ownership of the Restricted Stock, including the right to vote such Restricted Stock on all matters which come before the shareholders of the Company and the right to receive dividends and other distributions thereon, except that, until the Restricted Stock vests pursuant to the terms and conditions herein the following restrictions (the “Restrictions”) shall apply: (i) Executive may not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the Restricted Stock and any such attempted disposition or encumbrance shall be void and unenforceable against the Company; (ii) dividends and other distributions on the Restricted Stock will be subject to the provisions set forth in Section 3(d), Section 4 and Section 6; and (iii) Executive’s shares of Restricted Stock will be subject to forfeiture pursuant to the provisions herein.

 

1

 

 

(b) Subject to the other provisions herein, the Restricted Stock will vest in accordance with the vesting schedule and terms set forth in Schedule A attached hereto, subject to the terms of the Employment Agreement. If the Restricted Stock does not vest according to the terms and conditions set forth herein and in the Employment Agreement, the Restricted Stock will be forfeited and returned to the Company, and all Executive’s rights, or the rights of Executive’s heirs in and to such Restricted Stock and stock dividends thereon will terminate, unless the Board determines otherwise in its sole and absolute discretion.

 

(c) This grant of the Restricted Stock shall be subject to the terms and conditions of the Employment Agreement, and the vesting of the Restricted Stock may be accelerated, and any unvested Restricted Stock may be forfeited, pursuant to the terms and conditions of the Employment Agreement.

 

(d) Cash dividends, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be paid in Executive’s name and will be delivered to Executive by the Company, as soon as practicable following the payment thereof. Stock dividends or other distributions, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be issued in Executive’s name but will be subject to the same restrictions as the Restricted Stock and will be held in custody by the Company until the date they vest as provided herein.

 

(e) Subject to the provisions herein, upon the date the Restricted Stock vests in accordance with the terms of this Section 3, Executive shall become entitled to receive a stock certificate evidencing such shares or have shares delivered electronically to Executive’s broker, and the Restrictions applicable to those shares of Restricted Stock shall become null and void and cease to exist with respect to such shares.

 

4. Issuance and Delivery . The issuance or delivery of any shares of Restricted Stock which have vested may be postponed by the Board for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of any national securities exchange, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to deliver any such shares of Restricted Stock to Executive if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange, or Executive shall not yet have complied fully with the provisions herein.

 

5. Representations and Warranties .

 

(a) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act (an “Accredited Investor”).

 

2

 

 

(b) Executive hereby represent that the Restricted Stock awarded pursuant to this Agreement is being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of shares of Restricted Stock which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consent to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Restricted Stock (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

 

(c) Executive understands that the Restricted Stock is being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Restricted Stock.

 

(d) Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Restricted Stock. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Restricted Stock notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Restricted Stock. Executive has full power and authority to make the representations referred to herein, to acquire the Restricted Stock and to execute and deliver this Agreement. Executive, either personally, or together with his advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Restricted Stock, is able to bear the risks of an investment in the Restricted Stock and understands the risks of, and other considerations relating to, a purchase of the Restricted Stock. The Executive and its advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Restricted Stock. Executive’s financial condition is such that Executive is able to bear the risk of holding the Restricted Stock that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Restricted Stock to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

 

3

 

 

(e) Executive also acknowledges and agrees that an investment in the Restricted Stock is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Restricted Stock will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Restricted Stock should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Restricted Stock. Executive has full power and authority to make the representations referred to herein, to acquire the Restricted Stock and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Restricted Stock under the federal and state securities laws and for other purposes.

 

(f) Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Restricted Stock.

 

(g) Executive understands that until such time as the Restricted Stock has been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Restricted Stock may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Restricted Stock):

 

4

 

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

(h) This Agreement has been duly and validly authorized by Executive. This Agreement has been duly executed and delivered on behalf of Executive, and this Agreement constitutes a valid and binding agreement of Executive enforceable in accordance with its terms.

 

(i) Executive is an individual resident of the state of Florida.

 

6. No Transfer . Executive may not sell or transfer this Agreement or the Restricted Stock prior to vesting, or any rights herein or therein, and any attempted transfer shall be null and void ab initio and the Company shall not recognize any purported transferee as the holder thereof.

 

7. Taxes.

 

(a) Executive shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. Executive shall be responsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the Restricted Stock.

 

(b) Subject to provisions discussed herein, under Section 83 of the Code, Executive will recognize ordinary income upon transfer of the shares of Restricted Stock to Executive, measured as the difference between the fair market value of the granted shares of Restricted Stock on the date of transfer and the amount paid for the granted shares of Restricted Stock, if any. The capital gains holding period will begin on the date of transfer.

 

(c) To the extent that the granted shares of Restricted Stock are subject to a “substantial risk of forfeiture” (within the meaning of Section 83 of the Code) on the Award Date, Executive will not recognize ordinary income until the granted shares of Restricted Stock are no longer subject to a substantial risk of forfeiture (i.e., as the shares of Restricted Stock vest). Executive’s ordinary income is measured as the difference between the amount paid for the granted shares of Restricted Stock, if any, and the fair market value of the granted shares of Restricted Stock when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture. The capital gains holding period for shares of Restricted Stock subject to a substantial risk of forfeiture begins on the date when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture.

 

5

 

 

(d) If the shares of Restricted Stock are subject to a substantial risk of forfeiture, Executive may nonetheless accelerate Executive’s recognition of ordinary income, if any, and begin Executive’s capital gains holding period by timely filing an election pursuant to Section 83(b) of the Code (the “83(b) Election”). If Executive makes an 83(b) Election, the excess of (i) the fair market value of the granted shares of Restricted Stock on the Award Date over (ii) the purchase price, if any, paid for the granted shares of Restricted Stock will be included in Executive’s ordinary income. If the granted shares of Restricted Stock are later forfeited, however, Executive will not be entitled to a tax deduction or a refund of the tax already paid. If Executive makes the 83(b) Election, Executive will not recognize any additional income when the granted shares of Restricted Stock vest and any appreciation in the value of the granted shares of Restricted Stock after the election is not taxed as compensation but instead is taxed as capital gains when the granted shares of Restricted Stock are sold.

 

(e) The 83(b) Election must be filed with the Internal Revenue Service within 30 days after the shares of Restricted Stock are transferred. Any ordinary income resulting from the election will be subject to applicable tax withholding requirements. The election is generally irrevocable and cannot be made after the 30-day period has expired. In the event that Executive makes an 83(b) Election, Executive (i) shall promptly provide the Company with a copy of the 83(b) Election, as filed with the Internal Revenue Service; and (ii) the Company may withhold from any payments due to Executive any applicable federal, state, or local taxes and such other deductions as are prescribed by law, or Executive will pay to the Company all such tax withholding amounts promptly upon request.

 

(f) The foregoing is only a summary of the effect of U.S. federal income taxation on Executive with respect to the grant of the Restricted Stock. It does not purport to be a complete discussion of the U.S. federal income tax consequences. It does not discuss the income tax laws of any state, municipality, or foreign country in which Executive’s income or gain may be taxable. In any event, Executive is hereby advised to consult Executive’s own tax advisor as to the consequences of making an 83(b) Election. If Executive desires to make an 83(b) Election, then it is Executive’s responsibility to timely make a valid election.

 

6

 

 

(g) THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO EXECUTIVE. EXECUTIVE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. EXECUTIVE ACKNOWLEDGES THAT IT IS EXECUTIVE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON EXECUTIVE’S BEHALF. BY SIGNING THIS AGREEMENT, EXECUTIVE REPRESENTS THAT EXECUTIVE HAS REVIEWED WITH EXECUTIVE’S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT EXECUTIVE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. EXECUTIVE UNDERSTANDS AND AGREES THAT EXECUTIVE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

 

8. Data Privacy Consent . In order to administer the this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of this Agreement (the “Relevant Information”). By entering into this Agreement, the Executive (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Executive may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Executive shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

 

9. Review . The Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing this Agreement and fully understands all provisions of this Agreement. The Executive hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions relating to this Agreement.

 

10. No Rights to Continued Employment . This Agreement does not confer upon Executive any right to continued employment by the Company or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the Company’s right to terminate Executive’s employment as provided for in the Employment Agreement.

 

11. No Restriction . Nothing in this Agreement will restrict or limit in any way the right of the Board to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.

 

7

 

 

12. Power of Attorney . Executive hereby irrevocably appoints the Company and each of its officers, employees and agents as Executive’s true and lawful attorneys with power (i) to sign in Executive’s name and on Executive’s behalf stock certificates and stock powers covering some or all of the Restricted Stock and such other documents and instruments as the Board deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Board deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Executive agree to execute such other stock powers and documents as may be reasonably requested from time to time by the Board to effectuate the terms of this Agreement.

 

13. Expenses . Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Party incurring such costs and expenses.

 

14. Effect of Waiver . The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

 

15. Assignment . This Agreement may not be assigned by either Party without the express prior written consent of the other Party hereto, except that the Company (i) may assign this Agreement to any subsidiary or affiliate of the Company, provided that no such assignment shall relieve the Company of its obligations hereunder without the written consent of the Executive, and (ii) will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

 

16. No Third-Party Right s . Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto.

 

17. Entire Agreement; Effectiveness of Agreement . This Agreement and the Employment Agreement set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Executive’s employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.

 

8

 

 

18. Survival . The provisions herein which may apply following any expiration or termination of Executive’s employment with the Company and the Employment Agreement shall survive any termination or expiration of this Agreement.

 

19. Severability . If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

 

20. Governing Law and Waiver of Jury Trial . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO RULES GOVERNING CONFLICTS OF LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.

 

21. Enforcement . The Executive hereby expressly acknowledges that the restrictions contained herein are reasonable and necessary to protect the Company’s legitimate interests, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of such restrictions will result in irreparable harm to the Company. The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of the restrictions contained herein, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The Executive irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph shall be brought in a state or federal court located in the State of New York, having jurisdiction over the County of York (the “Selected Courts”), (ii) consents to the non-exclusive jurisdiction of the Selected Courts in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any Selected Court.

 

9

 

 

22. Arbitration . Other than as set forth in Section 20, any controversy, claim or dispute arising out of or relating to this Agreement shall be resolved by arbitration in the Borough of Manhattan, New York City, New York pursuant to then-prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential damages.

 

23. Notices . All notices and other communications hereunder shall be given in accordance with the notices provisions of the Employment Agreement.

 

24. Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

 

25. Rule of Constructio n . The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

 

26. Execution in Counterparts, Electronic Transmission . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

 

[Signatures appear on following page]

 

10

 

 

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

 

  Simplicity Esports and Gaming Company
   
  By: /s/ Jed Kaplan  
  Name: Jed Kaplan
Title: Chief Executive Officer

 

  Executive: Steve Grossman
   
  By: /s/ Steve Grossman  
  Name: Steve Grossman

 

11

 

 

Schedule A

 

Restricted Stock Award

 

Award
Grant Recipient Name: Steve Grossman
Grant Date: March 27, 2019
Restricted Stock Granted: 24,000
Vesting Schedule
Number of Restricted
Stock 		Vesting Date
4,000 March 27, 2019
2,000 March 31, 2019
2,000 April 30, 2019
2,000 May 30, 2019
2,000 June 30, 2019
2,000 July 31, 2019
2,000 August 31, 2019
2,000 September 30, 2019
2,000 October 31, 2019
2,000 November 31, 2019
2,000 December 31, 2019

 

12

Exhibit 10.3

 

Restricted Stock Award Agreement

(Roman Franklin)

 

Dated as of March 27, 2019

 

This Restricted Stock Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Simplicity Esports and Gaming Company, formerly known as Smaaash Entertainment Inc., a Delaware corporation (the “Company”), and Roman Franklin (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party.”

 

WHEREAS, the Company and Executive are the parties to that certain Employment Agreement dated as of December 31, 2018 (the “Employment Agreement); and

 

WHEREAS, pursuant to the Employment Agreement the Parties have agreed that Executive shall be granted certain shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”);

 

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

 

1. Defined Terms; Amendment . Defined terms used herein without definition shall have the meanings given in the Employment Agreement. To the extent that any of the provisions herein conflict with the terms of the Employment Agreement, including, without limitation, Section 5(b) thereof, this Agreement shall amend, and shall be deemed to be an amendment of, the Employment Agreement.

 

2. Grant . Pursuant to the terms of the Employment Agreement and the terms herein, the Company hereby grants to Executive as of the Award Date the number of shares of Common Stock (the “Restricted Stock”) as set forth in Schedule A attached to this Agreement (the “Schedule”), subject to the terms and conditions of the Agreement. The Restricted Stock shall constitute an “equity grant” for purposes of the Employment Agreement, and any reference herein to the Restricted Stock shall also be deemed a reference to such “equity grants.”

 

3. Vesting and Rights to the Restricted Stock .

 

(a) Executive shall be entitled to exercise and enjoy all rights and entitlements of ownership of the Restricted Stock, including the right to vote such Restricted Stock on all matters which come before the shareholders of the Company and the right to receive dividends and other distributions thereon, except that, until the Restricted Stock vests pursuant to the terms and conditions herein the following restrictions (the “Restrictions”) shall apply: (i) Executive may not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the Restricted Stock and any such attempted disposition or encumbrance shall be void and unenforceable against the Company; (ii) dividends and other distributions on the Restricted Stock will be subject to the provisions set forth in Section 3(d), Section 4 and Section 6; and (iii) Executive’s shares of Restricted Stock will be subject to forfeiture pursuant to the provisions herein.

 

1

 

 

(b) Subject to the other provisions herein, the Restricted Stock will vest in accordance with the vesting schedule and terms set forth in Schedule A attached hereto, subject to the terms of the Employment Agreement. If the Restricted Stock does not vest according to the terms and conditions set forth herein and in the Employment Agreement, the Restricted Stock will be forfeited and returned to the Company, and all Executive’s rights, or the rights of Executive’s heirs in and to such Restricted Stock and stock dividends thereon will terminate, unless the Board determines otherwise in its sole and absolute discretion.

 

(c) This grant of the Restricted Stock shall be subject to the terms and conditions of the Employment Agreement, and the vesting of the Restricted Stock may be accelerated, and any unvested Restricted Stock may be forfeited, pursuant to the terms and conditions of the Employment Agreement.

 

(d) Cash dividends, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be paid in Executive’s name and will be delivered to Executive by the Company, as soon as practicable following the payment thereof. Stock dividends or other distributions, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be issued in Executive’s name but will be subject to the same restrictions as the Restricted Stock and will be held in custody by the Company until the date they vest as provided herein.

 

(e) Subject to the provisions herein, upon the date the Restricted Stock vests in accordance with the terms of this Section 3, Executive shall become entitled to receive a stock certificate evidencing such shares or have shares delivered electronically to Executive’s broker, and the Restrictions applicable to those shares of Restricted Stock shall become null and void and cease to exist with respect to such shares.

 

4. Issuance and Delivery . The issuance or delivery of any shares of Restricted Stock which have vested may be postponed by the Board for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of any national securities exchange, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to deliver any such shares of Restricted Stock to Executive if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange, or Executive shall not yet have complied fully with the provisions herein.

 

5. Representations and Warranties .

 

(a) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act (an “Accredited Investor”).

 

2

 

 

(b) Executive hereby represent that the Restricted Stock awarded pursuant to this Agreement is being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of shares of Restricted Stock which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consent to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Restricted Stock (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

 

(c) Executive understands that the Restricted Stock is being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Restricted Stock.

 

(d) Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Restricted Stock. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Restricted Stock notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Restricted Stock. Executive has full power and authority to make the representations referred to herein, to acquire the Restricted Stock and to execute and deliver this Agreement. Executive, either personally, or together with his advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Restricted Stock, is able to bear the risks of an investment in the Restricted Stock and understands the risks of, and other considerations relating to, a purchase of the Restricted Stock. The Executive and its advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Restricted Stock. Executive’s financial condition is such that Executive is able to bear the risk of holding the Restricted Stock that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Restricted Stock to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

 

3

 

 

(e) Executive also acknowledges and agrees that an investment in the Restricted Stock is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Restricted Stock will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Restricted Stock should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Restricted Stock. Executive has full power and authority to make the representations referred to herein, to acquire the Restricted Stock and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Restricted Stock under the federal and state securities laws and for other purposes.

 

(f) Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Restricted Stock.

 

(g) Executive understands that until such time as the Restricted Stock has been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Restricted Stock may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Restricted Stock):

 

4

 

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

(h) This Agreement has been duly and validly authorized by Executive. This Agreement has been duly executed and delivered on behalf of Executive, and this Agreement constitutes a valid and binding agreement of Executive enforceable in accordance with its terms.

 

(i) Executive is an individual resident of the state of Florida.

 

6. No Transfer . Executive may not sell or transfer this Agreement or the Restricted Stock prior to vesting, or any rights herein or therein, and any attempted transfer shall be null and void ab initio and the Company shall not recognize any purported transferee as the holder thereof.

 

7. Taxes.

 

(a) Executive shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. Executive shall be responsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the Restricted Stock.

 

(b) Subject to provisions discussed herein, under Section 83 of the Code, Executive will recognize ordinary income upon transfer of the shares of Restricted Stock to Executive, measured as the difference between the fair market value of the granted shares of Restricted Stock on the date of transfer and the amount paid for the granted shares of Restricted Stock, if any. The capital gains holding period will begin on the date of transfer.

 

(c) To the extent that the granted shares of Restricted Stock are subject to a “substantial risk of forfeiture” (within the meaning of Section 83 of the Code) on the Award Date, Executive will not recognize ordinary income until the granted shares of Restricted Stock are no longer subject to a substantial risk of forfeiture (i.e., as the shares of Restricted Stock vest). Executive’s ordinary income is measured as the difference between the amount paid for the granted shares of Restricted Stock, if any, and the fair market value of the granted shares of Restricted Stock when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture. The capital gains holding period for shares of Restricted Stock subject to a substantial risk of forfeiture begins on the date when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture.

 

5

 

 

(d) If the shares of Restricted Stock are subject to a substantial risk of forfeiture, Executive may nonetheless accelerate Executive’s recognition of ordinary income, if any, and begin Executive’s capital gains holding period by timely filing an election pursuant to Section 83(b) of the Code (the “83(b) Election”). If Executive makes an 83(b) Election, the excess of (i) the fair market value of the granted shares of Restricted Stock on the Award Date over (ii) the purchase price, if any, paid for the granted shares of Restricted Stock will be included in Executive’s ordinary income. If the granted shares of Restricted Stock are later forfeited, however, Executive will not be entitled to a tax deduction or a refund of the tax already paid. If Executive makes the 83(b) Election, Executive will not recognize any additional income when the granted shares of Restricted Stock vest and any appreciation in the value of the granted shares of Restricted Stock after the election is not taxed as compensation but instead is taxed as capital gains when the granted shares of Restricted Stock are sold.

 

(e) The 83(b) Election must be filed with the Internal Revenue Service within 30 days after the shares of Restricted Stock are transferred. Any ordinary income resulting from the election will be subject to applicable tax withholding requirements. The election is generally irrevocable and cannot be made after the 30-day period has expired. In the event that Executive makes an 83(b) Election, Executive (i) shall promptly provide the Company with a copy of the 83(b) Election, as filed with the Internal Revenue Service; and (ii) the Company may withhold from any payments due to Executive any applicable federal, state, or local taxes and such other deductions as are prescribed by law, or Executive will pay to the Company all such tax withholding amounts promptly upon request.

 

(f) The foregoing is only a summary of the effect of U.S. federal income taxation on Executive with respect to the grant of the Restricted Stock. It does not purport to be a complete discussion of the U.S. federal income tax consequences. It does not discuss the income tax laws of any state, municipality, or foreign country in which Executive’s income or gain may be taxable. In any event, Executive is hereby advised to consult Executive’s own tax advisor as to the consequences of making an 83(b) Election. If Executive desires to make an 83(b) Election, then it is Executive’s responsibility to timely make a valid election.

 

6

 

 

(g) THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO EXECUTIVE. EXECUTIVE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. EXECUTIVE ACKNOWLEDGES THAT IT IS EXECUTIVE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON EXECUTIVE’S BEHALF. BY SIGNING THIS AGREEMENT, EXECUTIVE REPRESENTS THAT EXECUTIVE HAS REVIEWED WITH EXECUTIVE’S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT EXECUTIVE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. EXECUTIVE UNDERSTANDS AND AGREES THAT EXECUTIVE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

 

8. Data Privacy Consent . In order to administer the this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of this Agreement (the “Relevant Information”). By entering into this Agreement, the Executive (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Executive may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Executive shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

 

9. Review . The Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing this Agreement and fully understands all provisions of this Agreement. The Executive hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions relating to this Agreement.

 

10. No Rights to Continued Employment . This Agreement does not confer upon Executive any right to continued employment by the Company or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the Company’s right to terminate Executive’s employment as provided for in the Employment Agreement.

 

11. No Restriction . Nothing in this Agreement will restrict or limit in any way the right of the Board to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.

 

7

 

 

12. Power of Attorney . Executive hereby irrevocably appoints the Company and each of its officers, employees and agents as Executive’s true and lawful attorneys with power (i) to sign in Executive’s name and on Executive’s behalf stock certificates and stock powers covering some or all of the Restricted Stock and such other documents and instruments as the Board deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Board deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Executive agree to execute such other stock powers and documents as may be reasonably requested from time to time by the Board to effectuate the terms of this Agreement.

 

13. Expenses . Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Party incurring such costs and expenses.

 

14. Effect of Waiver . The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

 

15. Assignment . This Agreement may not be assigned by either Party without the express prior written consent of the other Party hereto, except that the Company (i) may assign this Agreement to any subsidiary or affiliate of the Company, provided that no such assignment shall relieve the Company of its obligations hereunder without the written consent of the Executive, and (ii) will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

 

16. No Third-Party Right s . Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto.

 

17. Entire Agreement; Effectiveness of Agreement . This Agreement and the Employment Agreement set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Executive’s employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.

 

18. Survival . The provisions herein which may apply following any expiration or termination of Executive’s employment with the Company and the Employment Agreement shall survive any termination or expiration of this Agreement.

 

8

 

 

19. Severability . If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

 

20. Governing Law and Waiver of Jury Trial . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO RULES GOVERNING CONFLICTS OF LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.

 

21. Enforcement . The Executive hereby expressly acknowledges that the restrictions contained herein are reasonable and necessary to protect the Company’s legitimate interests, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of such restrictions will result in irreparable harm to the Company. The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of the restrictions contained herein, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The Executive irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph shall be brought in a state or federal court located in the State of New York, having jurisdiction over the County of York (the “Selected Courts”), (ii) consents to the non-exclusive jurisdiction of the Selected Courts in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any Selected Court.

 

22. Arbitration . Other than as set forth in Section 20, any controversy, claim or dispute arising out of or relating to this Agreement shall be resolved by arbitration in the Borough of Manhattan, New York City, New York pursuant to then-prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential damages.

 

9

 

 

23. Notices . All notices and other communications hereunder shall be given in accordance with the notices provisions of the Employment Agreement.

 

24. Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

 

25. Rule of Constructio n . The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

 

26. Execution in Counterparts, Electronic Transmission . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

 

[Signatures appear on following page]

 

10

 

 

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

 

  Simplicity Esports and Gaming Company
   
  By: /s/ Jed Kaplan  
  Name: Jed Kaplan
Title: Chief Executive Officer

 

  Executive: Roman Franklin
   
  By: /s/ Roman Franklin  
  Name: Roman Franklin

 

11

 

 

Schedule A

 

Restricted Stock Award

 

Award
Grant Recipient Name: Roman Franklin
Grant Date: March 27, 2019
Restricted Stock Granted: 36,000
Vesting Schedule
Number of Restricted
Stock 		Vesting Date
6,000 March 27, 2019
3,000 March 31, 2019
3,000 April 30, 2019
3,000 May 30, 2019
3,000 June 30, 2019
3,000 July 31, 2019
3,000 August 31, 2019
3,000 September 30, 2019
3,000 October 31, 2019
3,000 November 31, 2019
3,000 December 31, 2019

 

12

 

Exhibit 99.1

 

 

 

SIMPLICI

 

 

 

 

 

 

© ABOUT SIMPLICTY SIMPLICITY ESPORTS #KEEPITSIMPLE Simplicity Esports and Gaming Company is a North American esports organization founded by CEO Jed Kaplan, minority owner of both the Memphis Grizzlies and Swansea City of the English Championship League. Simplicity has implemented a unique approach to ensure the ultimate fan friendly esports experience. Our intention is to have gamers involved at the grassroots level and feel a sense of unity as we compete with top class talent. Utilizing the vast resources from within the ownership group, Simplicity has already established an impressive management team and roster. Our management and players are well known influencers within the esports community and we plan to use their skill to create a seamless content creation plan to help gamers feel closer to our brand than any other in the scene. “Our organization intends to take this opportunity to create a platform that will help grow the sport for generations of gamers.” - Jed Kaplan MANAGEMENT Jed Kaplan Steve Grossman Roman Franklin ^0 Jed Kaplan CEO ¥ sgrossman044 Roman Franklin 1 and Interm CFO President President,S mplicty Esports and Gaming Company

 

 

 

 

 

 

© ABOUT JED KAPLAN SIMPLICITY ESPORTS MEET OUR CEO Jed Kaplan began his careen oven 30 yeans agowonking as an Institutional Bondtnaden fonsevenal wonld nenowned bnokenage finms including Lehman Bnothens, JP Mongan and Pnudential Securities. Aften his nemankable success on Wall Stneet, Mn. Kaplan moved to South Florida and founded the investment finm Sheanson Financial Senvices in 1 995. As a natunal leaden possessing a passion fonsponts management Jed Kaplan has been involved in a wide variety of pnofessional sports ventunes. Most necently Jed successfully sold the Iowa Enengy to the Minnesota Timbenwolves. Cunnently Jed Kaplan is a minority ownen of both the Memphis Grizzlies and Swansea City of the English Championship League. Jed’s insight, vision and knowledge ane all nepnesented as he lends his assistance as an appointed memben of the NBA “G- League” leadenship committee. mEnpHis 2

 

 

 

 

 

 

Experienced Si accomplished management team Investing in well known, high viewership games with Pro Teams potential for in game sales and possible franchise / ownership potential. Player Development Program - based both in Academy Teams our centers and online. Influencers and Streamers age gaming ecosystem and lifestyle brand with our media division "Simplicity Studios". Creating competition in 20 cities for A unique scholarship based youth program ■ students between 12 and 18 years old creating city, state, and national "Heroes" in a non-violent esports title thereby creating content for endemic and non endemic audiences. Further Building an active fan base growing a larger engaged fan base via our brick and Utilizing talent to promote a new- click strategy Esports Centers, Direct Revenue Streams Strategic Partnerships, Digital & Physical Merchandising

 

 

 

 

 

 

0 BRICK & MORTAR ESPORTS sa«!* GAMING LOCATIONS Our business plan encompasses a brick and click physical and digital approach to further recognize revenue from all verticals. As a professional Esports organization Simplicity will be the first to market with the aforementioned business model. The physical centers complimented with our esports team, lifestyle brand and marketing campaign offer opportunities for additional revenue via strategic partnerships with both endemic and non endemic brands. Our ultimate goal is to further engage a diverse fan base with a 360 degree approach driving traffic to both our digital and physical real estate ultimately monetizing these relationships. In addition to the presented information, Simplicity has proprietary intellectual capital, fan engagement strategies and brand development blueprints which complement our publicly available information.

 

 

 

 

 

 

© SIMPLICITY ESPORTS BRICK & MORTAR ESPORTS GAMING LOCATIONS We intend to open and operate 15 centers by the end of 2019 and a total of 50 throughout the United States over the next 24 months. These centers are funded by Simplicity as well as a combination of tenant improvement allowances from landlords and sponsorships. Our first center has a target grand opening date of April 2019. Due to unsolicited interest from potential franchisees we have launched a franchising program to accelerate the expansion of our planned nationwide footprint. Furthermore, Simplicity has engaged a national tenant representation real estate broker to assist in the strategic planning and negotiations for our future gaming center locations.

 

 

 

 

 

 

GAMING LOCATIONS Optimally, our gaming centers will measure between 1200 & 2500 square feet thereby representing a national footprint unlike any esports organization. The team Simplicity branded centers will feature cutting edge technology, futuristic aesthetic décor and the most dynamic current high speed gaming equipment. We believe our brick-and-click strategy will present attractive opportunities for sponsor and advertisers to connect with our audience, creating an attractive monetization opportunity.

 

 

 

 

 

 

ilM ® ITY PLAYERUNKNOWN'S BATTLEGROUNDS ESPORTS SIMPLICITY PUBG TEAM PLAYERUNKNOWN’S BATTLEGROUNDS is an online multiplayer battle royale game developed and published by PUBG Corporation, a subsidiary of South Korean video game company Bluehole. With the intoduction of the National Pubg League Simplicity is competing against the top 16 teams in North America in a year long league starting in Feburary 2019. T B A L I AIKS Y [77] Linksy HiJmJ-inksy NPL Pre-Season Qualifers 1st Place CZECHSHOOTER PENTALOL Czechshooter Czechshooter pentalOl NPL Pre-Season Showmatch 4th Place haileyadriana

 

 

 

 

 

 

ESPORTS SIMPLICITY GEARS TEAM Gears of War Pro Circuit is the top competitive league within the gaming title “Gears of War 4” which is a third person shooter where five individuals compete and fight to control specific areas of the map. With a best of 13 round set up fans stay fully engaged as they cheer on Simplicity! CLOUTS Recent Placements ClizzyClouts Mexico City Open 4th Place KRASHY Krash Colombus Charity Invitational 5th- JKrashh 8th Place KYLE Toronto Regional 5th-6th Place KyleKyizzle SHOCK New Orleans Open 9th-12th [ S h o c k Place ShockSZ PEL N @_PeLLL

 

 

 

 

 

 

© SIMPLICITY SMITE MINOR LEAGUE SIMPLICITY SMITE TEAM The SMITE Minor League has seen its fair share of excitement over the years. In 2019, the Smite Minor League will comprise a total of 8 teams including Simplicity as a year long partner. With opportunités to quality for the SMITE World Championship and potentially other events, we plan to build a top teir roster to grow our presence in the scene with the goal of reaching the pro league by 2020. GENETIC DEATHPANTER MAIMIAKK S maniaKK_ & □eathpanter Genetic_Smi maniaKK_ □eathPanter. te sr Genetic_Sa ber FAELES STREAKUP Faeles Faeles_ |^jJ StreakUp_ StreakUp_

 

 

 

 

 

 

® EA SPORTS SIMPLICITY wi-wn ■ w ESPORTS EA SPORTS NHL & NFL For the 2018-2019 season, EASPORTS have developed and launched the new title of EASPORTS NHL 19, from the release date in mid-September. The NHL has indicated they will host their next set of tournaments for this game title. As of now, the players who qualified per region and for the finals have been told the NHL plans on hosting another Gaming World Championships. Additionally, we further anticipate smaller tournaments such as the Toronto Maple Leafs, Washington Captials, Winnipeg Jets, Tampa Bay Lightning, and the Anaheim Ducks events. REGS - IMHL Recent Placements \n) N/A NUGE- NHL Regs_84 Snider Hockey Cup 1st Ç] NugeTV Place NugeTV REGRETZKYS - NHL |^_jj no_regretzkys Winnapeg Jets NHL 19 1st NoRegretzkys Place HOWTOCHEL -NHL [TjJ HowToChel HowToChel Maple Leafs Gaming 1st YUNGGREN - NHL Place Gren_35 YungGren 1

 

 

 

 

 

 

© SIMPLICITY S E I SPORTS Y CONTENT PLAN Creating content that engages fans, promotes our brand as well as sponsors and developers is our primary goal. Our talented team will continue to produce unique in depth content which showcases aspects of esports which fans rarely see. We seek to reach a broad demographic encompassing the casual, amateur and professional gaming community. Our philosophy is to enhance the Simplicity footprint for both endemic and non-endemic partnerships. We are keen to the markets and understand the new age of branding while maintaining authenticity. PUBG Pre Season Video : https://bit.ly/2FMQ3SB Twitch Team: https://bit.ly/2uyLEfU Twitter Content: https://bit.ly/2U5oEUR 1

 

 

 

 

 

 

© STREAM TEAM SIMPLICITY SIMPLICITY STREAM TEAM Simplicity is proud to support and represent a diverse group of gamers as we engage fans across a multitude of esports genres. Represented below are a few members of our talented stream team. Our electric group of live personalities represent our organization to the fullelst with their own unique style. Our Twitch affiliation has enabled our stream team influencers to reach a broad fan base. Additionally, we have created several niches within the streaming community which has enabled us to gain exclusivity within certain titles on a 24/7 basis. LAURALAIMI PECKERPARRO A T Stream Team Analytics Lauralania |jjJ PeckerParrot Twitter Impressions MytiaZimmer PeckerParrot 5,400,000 NINJA614 Twitter Followers EHHDANNN 75.000 |T7| Ninja614 EhhOannn Ninja_614 EhhDannn Twitch Followers 250.000 Hours Watched HOSTY KURO KEIM 323,000 [T7] Kuro_Ken l^ijj ¡Hosty Kuro_Ken_Chan iHosty_

 

 

 

 

 

 

© SIMPLICITY RECENT ANALYTICS ESPORTS © © 120,00010,000,000+ FANS MONTHLY REACH Across all Simplicity social media accounts Across all Simplicitysites and accounts 1

 

 

 

 

 

 

SIMPLICITY © ACTIVATION SAMPLE K E E P I T S I MP L E GGSIMPUCITY GGSIMPUCITY GGSIMPUCITY SIMPLICITY GGS MPLCTTYJOCM 74 MO 7 SOO 1.5« Who to Men Smplkty OOGb *OQ- o oy 8»* I cw m> P M Her* W;«iiiiim SOCIAL MEDIA » nr**, &+*m «0« tasHm W5 [»«mr.« I Hat- PLACEMENT Ql»n«C<KtMMH

 

 

 

 

 

 

a DISCLAIMER PAGE SIMPLICITY ESPORTS Forward-Looking Information We have made forward-looking statements in this document that are based on management's current reasonable expectations, estimates and projections. Words such as "expects/’ "anticipates/’ "intends/’ "plans/’ "believes/’ "estimates/’ variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks include, but are not limited to, risks relating to economic, competitive and other factors affecting our operations, markets, products and services and marketing and sales strategies, as well as the risks set forth in the Risk Factors section of our definitive proxy statement filed with the Securities and Exchange Commission (the "SEC"] on September 1 9, 2018, as amended, and information contained in subsequent filings with the SEC. These forward-looking statements are made based upon our current expectations and we undertake no duty to update information provided in this presentation. ** *Teams, Players and Games are subject to change due to the fluid nature of esports* * * 1

 

 

 

 

 

 

® TH AIM K YOU SIMPLICITY 1 1 lfni1ll% ■ WW ESPORTS Thank You Roman Franklin - President, Simplicity Esports and Gaming Company 7000 West Palmetto Park Road Suite 210, Boca Raton, FL 33433 PHONE: 855-345-9467 Discover more @ GGSimplicity.com 1