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Business Description

Our company name is PLAYlive Nation, Inc. and we are using the name PLAYlive Nation as our name and trademark for the business. We converted to a Delaware corporation on July 24, 2019 from a Washington state corporation.. Our principal business address is located at 17235 North 75th Avenue, Suite F-115, Glendale, AZ 85308 and our telephone number is 1-360-539-8667. We conduct business under our corporate name and not others. On July 25, 2019, Simplicity Esports and Gaming Company (“Simplicity” or “Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Esports Merger Sub, Inc., a wholly owned subsidiary of Simplicity (“Merger Sub”), and PLAYLive Nation, Inc. (“PLAYLive”), pursuant to which Simplicity agreed to acquire 100% of the issued and outstanding common stock of PLAYLive by way of a merger (the “Merger”) pursuant to which Merger Sub will merge with and into PLAYLive, with PLAYLive surviving the Merger and continuing to operate as a wholly owned subsidiary of Simplicity. Simplicity ESports and Gaming Company, is a Delaware corporation. Simplicity is a publicly traded company trading under (OTCQB: WINR). PLAYlive Nation, Inc. is a wholly owned subsidiary of Simplicity Esports and Gaming Company.

Prior Experience

We operated our first PLAYlive Nation premium social gaming lounge in Olympia, Washington on May 1, 2011. Previously we operated under the name PLAYsmart from July 2009 until April 2011. A list of franchisees currently operating PLAYlive Nation premium social gaming lounges are set forth under Exhibit G. We have offered franchises in the line of business disclosed in this Disclosure Document since 2013, and we have no other business activities outside the PLAYlive Nation franchise business. We do not have any predecessors. PLAYlive, LLC (“PLAYlive, LLC”), our affiliate, is a Washington limited liability company formed on December 2, 2010 and shares our principal place of business at 17235 North 75th Avenue, Suite F-115, Glendale, AZ 85308. PLAYlive, LLC has operated a PLAYlive Nation business similar to the franchises offered in this disclosure document.. On July 16, 2019, PLAYlive, LLC assigned its entire interest in the trademarks to PLAYlive Nation, Inc. PLAYlive, LLC has never offered franchises of the type described in this disclosure document, nor in any other line of business.

Business Offered

Your franchise business will operate a PLAYlive Nation premium social gaming lounge offering digital and tabletop gaming, gaming oriented merchandise, buy-sell trade and services to the public in a unique and immersive atmosphere. The PLAYlive Nation concept allows individuals to experience the gaming industry in an upper scale, clean, and exciting environment with other gaming enthusiast. PLAYlive Nation offers the opportunity to obtain franchises to develop and operate a number of PLAYlive Nation premium social gaming lounges under a Multi-Unit Development Agreement (“MUDA”), attached to this Disclosure Document as Exhibit B. If you sign a MUDA, you will receive a Limited Exclusive Territory (“Territory”) in which you will establish individual PLAYlive Nation premium social gaming lounge under our separate then-current Franchise Agreements according to a Development Schedule (“Development Schedule”) by the dates specified on the Development Schedule. The market for your services for this franchise opportunity will consist of members of the general public seeking gaming activities, services and merchandise. Sales are not seasonal, though some seasons such as summertime and holiday seasons experience even stronger performance. The market consists mainly of solo gaming centers. PLAYlive Nation owners will not need any special licensing by the state they work in, but each business is subject to state and federal regulations regarding employees. You must comply with federal, state and local health regulations concerning the operation of a premium social gaming facility.

Initial Fees

The Initial Franchise Fee for a single franchise is $45,000. You must pay the Initial Franchise Fee in a full, lumpsum payment on the date that you sign the Franchise Agreement. The Initial Franchise Fee is fully earned upon receipt and is non-refundable under any circumstance. If you wish to purchase additional franchises at the same time you sign this Franchise Agreement, you may purchase multiple units. The franchise fee for each purchased after the first one shall be $26,500. You will then be required to sign a Multi-Unit Development Agreement (“MUDA”) and agree to open the additional units upon a set schedule. For each franchise opened under a MUDA, you will be required to sign the then-current form of the franchise agreement when you open additional PLAYlive gaming lounge centers. The form of the franchise agreement you are required to sign when you open PLAYlive gaming lounge centers under the MUDA may be different from the form of the franchise agreement included in this Disclosure Document. All Development Fees are fully earned upon receipt, and is non-refundable under any circumstance. See Exhibit B. Three (3) Unit MUDA: In addition to the $45,000 Initial Franchise Fee you will pay a $53,000 ($26,500 x 2) Development Fee under the MUDA for the two additional units you agree to develop. You shall open the first unit within six (6) months, from the execution of the Franchise Agreement, the second unit within twelve months (12) months of the first location opening and the third unit within twelve (12) months from the opening of the second location. Six (6) Unit MUDA: In addition to the $45,000 Initial Franchise Fee you will pay a $132,500 ($26,500 x 5) Development Fee under the MUDA for the five additional units you agree to develop. You shall open the first unit within six (6) months, from the execution of the Franchise Agreement, the second unit within twelve (12) months from the opening of the first location and the third unit within twelve (12) months from the opening of the second location, the fourth unit within twelve (12) months from the opening of the third location the fifth unit within twelve (12) months from the opening of the fourth location and the sixth unit within twelve (12) months from the opening of the fifth location. The opening of all six units cannot exceed sixty-six (66) months. Other Initial Payments – Before you open your Franchise, you are required to pay us the fees stated below: Development Services Fee. You will pay us a Development Services Fee of $2,500 for each PLAYlive Nation gaming lounge to be developed. The Development Services Fee will be collected by the Franchisor at the time the service commence. In exchange for the Development Services Fee we will provide you with site selection assistance and support. The Development Services Fees is earned by us upon receipt and is not refundable.

Financing

We do not offer direct or indirect financing to franchisees for any items. We do not guarantee your loans, leases, or other obligations.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchise-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about the possible performance at a particular location or under particular circumstances. We do not make any representations about a franchise's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to our management by contacting Duncan Wood: 17235 North 75th Avenue, Suite F-115, Glendale, AZ 85308 (360) 539-8667, the Federal Trade Commission, and appropriate state regulatory agencies.