X0306 4 2021-07-06 0001274032 Simply, Inc. SIMP 0001710138 SOL Global Investments Corp. 100 KING STREET, SUITE 5600 TORONTO A6 M5X 1C9 ONTARIO, CANADA 0 0 1 0 Convertible Note 2.50 2021-07-06 4 A 0 400000 1000000 A 2021-07-06 2022-01-06 Common Stock 400000 800000 D Warrants 2.75 2021-07-06 4 A 0 400000 1000000 A 2022-01-06 2025-01-06 Common Stock 400000 800000 D On July 6, 2021, the Issuer executed an unsecured convertible note (the "Convertible Note") for the benefit of SOL Global Investment Corp. ("SOL"), entitling SOL to convert the principal amount of $1,000,000 and any accrued and unpaid interest under the Convertible Note into Common Stock at a conversion price of $2.50 per share. The Convertible Note matures on January 6, 2022. On July 6, 2021, the Issuer and SOL entered into a warrant agreement, granting SOL 400,000 warrants, which it may convert into up to 400,000 shares of Common Stock at an exercise price of $2.75 per share. The aggregate consideration for the Convertible Note and the Warrant Agreement was $1,000,000. /s/ Andrew DeFrancesco 2021-08-18