AGREEMENT AND PLAN OF MERGER BY AND AMONG SIMPLICITY ESPORTS AND GAMING COMPANY ESPORTS MERGER SUB, INC., PLAYLIVE NATION, INC.,Agreement and Plan of Merger • August 1st, 2019 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 25, 2019 by and among Simplicity ESports and Gaming Company, a Delaware corporation (“Parent”), ESports Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), PLAYLive Nation, Inc., a Delaware corporation (the “Company”), Duncan Wood (“Wood”), Robert J. Steinberger (“Steinberger”), Eric J. Charneski (“Charneski”), Jordan C. Jenson (“Jenson”), Alec T. Carpenter (“Carpenter” and together with Wood, Steinberger, Charneski, and Jenson, the “Stockholders”), and Duncan Wood, in his capacity as representative of the Stockholders in accordance with the terms of this Agreement (“Stockholders Representative”).
