Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on September 28, 2022, Simplicity Esports and Gaming Company (the "Company") entered into an exchange agreement (the "Exchange Agreement"), dated as of September 28, 2022, by and among the Company, Diverted River Technology, LLC ("Diverted River"), the member(s) of Diverted River from time to time (the "Members") and Zachary Johnson, as the Members' representative. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from the Members 100% of the membership interests of Diverted River held by the Members as of the closing (the "Closing"), in exchange for the issuance by the Company to the Members of shares of the Company's common stock equal to 80% of the issued and outstanding shares of the Company's common stock as of the Closing.

The parties may terminate the Exchange Agreement pursuant to the terms of the Exchange Agreement, including, but not limited to, if the conditions to Closing have not been satisfied or waived by December 15, 2022.

On December 15, 2022, the parties entered into Amendment No. 1 to Exchange Agreement ("Amendment No. 1"). Pursuant to the terms of Amendment No. 1, the termination date was amended to be February 1, 2023. Except as set forth in Amendment No. 1, the Exchange Agreement remains in full force and effect.

The description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.



(d) Exhibits

Exhibit No.   Description
10.1            Amendment No. 1 to Exchange Agreement, dated as of December 15,
              2022, by and among the registrant, Diverted River Technology, LLC,
              the member(s) of Diverted River Technology, LLC from time to time
              and Zachary Johnson, as the Members' representative.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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