REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places
This Agreement is made pursuant to the Securities Exchange Agreement, dated as of the date hereof, between the Company and each Holder (the “Exchange Agreement”) pursuant to which the Company is issuing a Series A-1 Exchange Convertible Note and a Series A-2 Exchange Convertible Note (collectively, the “Notes”) in exchange for that certain Demand Secured Promissory Note originally issued by the Company to the Maxim on November 20, 2018.
SERIES A-1 Exchange CONVERTIBLE NOTESmaaash Entertainment Inc. • December 28th, 2018 • Retail-eating & drinking places • Illinois
FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the “Company”) promises to pay to MAXIM GROUP LLC or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $500,000 on the earlier of the closing date of the Acquisition Transaction or June 20, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the “Other Notes”, and together with this Note, the “Notes”) issued in exchange (the “Exchange”) for that certain Demand Secured Promissory Note (the “Original Security”) originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and betwe
SERIES A-2 Exchange CONVERTIBLE NOTESmaaash Entertainment Inc. • December 28th, 2018 • Retail-eating & drinking places • Illinois
FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the “Company”) promises to pay to MAXIM GROUP LLC or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,000,000 on June 20, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the “Other Notes”, and together with this Note, the “Notes”) issued in exchange (the “Exchange”) for that certain Demand Secured Promissory Note (the “Original Security”) originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and between the Company and the Holder, dated as of December 20, 2018 (th
LOCK-UP AGREEMENTLock-Up Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • Illinois
Reference is made to that certain Securities Exchange Agreement, dated on or about the date hereof (the “Exchange Agreement”), between SMAAASH ENTERTAINMENT, INC. (the “Company”) and the undersigned pursuant to which Company is issuing a Series A-1 Exchange Convertible Note and a Series A-2 Exchange Convertible Note (collectively, the “Notes”, and the shares of common stock of the Company issuable upon conversion thereof, the “Conversion Shares”) in exchange for that certain Demand Secured Promissory Note originally issued by the Company to the Maxim on November 20, 2018. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Notes.
SMAAASH ENTERTAINMENT, INC. SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • Illinois
This Securities Exchange Agreement (this “Agreement”) is made as of December 20, 2018 (“Effective Date”), by and among Smaaash Entertainment, Inc., a Delaware corporation (the “Company”), and Maxim Group LLC (the “Holder”). Capitalized terms used herein but not otherwise defined shall have such meaning as described in the Notes (as defined below).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 21, 2018, by and among (i) SMAAASH ENTERTAINMENT INC., a Delaware corporation (“Purchaser”), (ii) SIMPLICITY ESPORTS, LLC, a Florida limited liability company (the “Company”), (iii) each of the equity holders of the Company as named on Exhibit B hereto (the “Company Owners”), and (iv) Jed Kaplan in the capacity as the representative for the Company Owners in accordance with the terms and conditions of this Agreement (the “Owners’ Representative”).
Amendment No. 1 To Share Exchange Agreement Dated December 28, 2018Share Exchange Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • Delaware
This Amendment No. 1 to Share Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above, by and between among (i) SMAAASH ENTERTAINMENT INC., a Delaware corporation (“Purchaser”), (ii) SIMPLICITY ESPORTS, LLC, a Florida limited liability company (the “Company”), (iii) each of the equity holders of the Company as named on Exhibit B to the Original Agreement, as defined below, (the “Company Owners”), and (iv) Jed Kaplan in the capacity as the representative for the Company Owners in accordance with the terms and conditions of this Agreement (the “Owners’ Representative”).
