Simplicity Esports and Gaming Co Watch

from 8-K 20 pages Neither the Issuance and Sale of the Securities Represented by This Certificate Nor the Securities Into Which These Securities Are Convertible Have Been Registered Under the Securities Act of 1933, as Amended, or Applicable State Securities Laws. the 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 May Be the Legal Counsel Opinion (As Defined in the Purchase Agreement)), in a Generally Acceptable Form, That Registration Is Not Required Under Said Act or (II) Unless Sold Pursuant to Rule 144, Rule 144a, Regulation S, or Other Applicable Exemption 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. Principal Amount: $333,333.33 Issue Date: June 10, 2021 Actual Amount of Purchase Price: $300,000.00