DEFAULT AND TERMINATION 16 Clause Samples

DEFAULT AND TERMINATION 16. Section 7.01 Default by the Company. 16 Section 7.02 Default by Buyer. 16 Section 7.03 Termination. 16 Section 7.04 Effect of Termination. 17 Section 8.01 General Indemnification. 17 Section 8.02 Definitions and Procedures for Indemnification. 18 Section 8.03 Payment. 20 Section 8.04 Effect of Knowledge on Indemnification. 20 Section 9.01 Notices. 21 Section 9.02 Attorneys’ Fees 21 Section 9.03 Amendments; No Waivers; No Third-Party Beneficiaries. 22 Section 9.04 Further Assurances. 22 Section 9.05 Expenses. 22 Section 9.06 Successors and Assigns; Benefit. 22 Section 9.07 Governing Law; Etc. 23 Section 9.08 Survival. 23 Section 9.09 Resolution of Disputes. 24 Section 9.10 Severability. 24 Section 9.11 Entire Agreement. 24 Section 9.12 Specific Performance. 24 Section 9.13 Construction. 24 Section 9.14 Counterparts. 24 This Stock Purchase Agreement (this “Agreement”) is entered into as of March [31], 2021 (the “Effective Date”), by and among Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”) and T▇▇▇▇ ▇▇▇▇▇ Capital Puerto Rico, LLC, a Puerto Rico limited liability company (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and individually as a “Party”.

DEFAULT AND TERMINATION 16