GOOD GAMING, INC. (Form: 8-K, Received: 01/07/2022 17:17:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2021

GOOD GAMING, INC.

(Exact name of registrant as specified in charter)

Nevada	000-53949	26-3988293
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

415 McFarlan Road, Suite 108

Kennett Square, PA 19348

(Address of Principal Executive Offices) (Zip Code)

(888) 295-7279

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Agreement.

Amendments to Employee Services Agreements

On December 31, 2021, Good Gaming, Inc. (the “Company”) and ViaOne Services, LLC, a Texas Limited Liability Company (the “ViaOne”) entered into an amendment to the Employee Srvices Agreement (the “Employee Services Agreement”), which became effective on September 1, 2021, and superseded the prior services agreement, which was effective March 1, 2017, amended on January 1, 2018, and expired on August 31, 2021 (the “Original Agreement”). Pursuant to the Employee Services Agreement, the Management Fee due ViaOne shall be convertible into 1,557 shares of the Company’s Series E Preferred Stock for services rendered through December 31, 2021. Previously, the Management Fee was convertible into shares of the Company’s common stock.

Additionally, on December 31, 2021, the Company amended the Original Agreement to allow for the conversion of the outstanding balance remaining to be paid under the Original Agreement to be converted into 25,680 shares of the Company’s Series E Preferred Stock, which fulfills all remaining obligations under the Original Agreement.

The foregoing description of the Amendment to theEmployee Services Agreement and the Amendment to the Original Agreement is not complete and is subject to, and qualified in its entirety by the full text of the Amendment to the Original Agreement and the New Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, the terms of which are incorporated herein by reference.

Sixth Amendment to Secured Promissory Note

Effective December 31, 2021, the Company entered into a Sixth Amendment to Secured Promissory Note (the “Sixth Amendment”), pursuant to which the Company agreed to amend the promissory note issued by ViaOne Services, LLC dated November 30, 2016 (the “Secured Promissory Note”). Pursuant to the Sixth Amendment, the Secured Promissory Note is convertible into the Company’s Series E Convertible Preferred Stock.

Effective December 31, 2021, ViaOne Services, LLC converted the Secured Promissory Note into 24,836 shares of the Company’s Series E Convertible Preferred Stock.

The foregoing description of the Sixth Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Sixth Amendment, which are attached to this Current Report on Form 8-K as Exhibit 10.3, the terms of which are incorporated herein by reference.

First Amendment to the Revolving Convertible Promissory Note

On December 31, 2021, the Company entered into Amendment(the “Amendment”) revolving convertible promissory note effective September 30, 2021 (the “Revolving Note”), to allow for the conversion of the the Note into shares of the Company’s Series E Preferred Stock. Previously the Revolving Note was convertible into shares of the Company’s common stock.

Effective December 31, 2021, ViaOne Services, LLC converted the Revolving Note into 6,730 shares of the Company’s Series E Convertible Preferred Stock, terminating the Revolving Note.

The foregoing description of the Revolving Note is not complete and is subject to, and qualified in its entirety by, the full text of the Revolving Note, which are attached to this Current Report on Form 8-K as Exhibit 10.4, the terms of which are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

On December 21, 2021, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada (the “Certificate of Designation”), which established two million seven hundred fifty thousand (2,750,000) shares of the Company’s Series E Convertible Preferred Stock (the “Series E Shares”), having such designations, rights and preferences as set forth therein.

Each of the Series E Shares are convertible at the option of the holder at any time into 1,000 shares of the Company’s common stock. The holders of the Series E Shares will vote together with the common stock on an as-converted basis. The Series E Shares are not entitled to any dividend except that in the event that the Board of Directors of the Company declares a dividend to any other class of stock, Series E Shares are entitled to a dividend equal to what they would receive on an as converted to common stock basis.

The foregoing description of the Certificate of Designation is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Designation, which are attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 21, 2021, the Company filed Amended and Restated Articles of Incorporation (the “Articles”) with the Secretary of State of the State of Nevada in order to increase the total number of authorized shares of the Company from two hundred two million two hundred fifty thousand (202,250,000) authorized shares to two hundred five million (205,000,000) authorized shares.

The foregoing description of the Articles is not complete and is subject to, and qualified in its entirety by, the full text of the Articles, which are attached to this Current Report on Form 8-K as Exhibit 3.2, the terms of which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 4, 2022, the Company issued a press release announcing the issuance of the Letter to Shareholders. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibits 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number		Description

3.1		Certificate of Designation dated December 21, 2021.
3.2		Amended and Restated Articles of Incorporation dated December 21, 2021.
10.1		Amendment to the Employee Services Agreement dated December 31, 2021.
10.2		Amendment to the Amended Employee Services Agreement dated December 31, 2021
10.3		Sixth Amendment to Secured Promissory Note dated December 31, 2021.
10.4		First Amendment to the Revolving Note dated December 31, 2021.
99.1		Press Release dated January 4, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 7, 2022

	Good Gaming, Inc.

	By:	/s/ David B. Dorwart
	Name:	David B. Dorwart
	Title:	Chief Executive Officer

Exhibit 3.1

Exhibit 3.2

Exhibit 10.1

AMENDMENT TO AMENDED EMPLOYEE SERVICES AGREEMENT DATED SEPTEMBER 1, 2021

Reference is hereby made to the Amended Employee Services Agreement dated September 1, 2021 (the “Agreement”) between ViaOne Services, LLC, a Texas limited liability company (“ViaOne”) Good Gaming, Inc., a Delaware corporation (the “Company”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Agreement.

The Company and ViaOne agree to amend the Agreement, which is attached hereto as Exhibit A, as follows:

Section 5 of the Agreement shall be replaced in its entirety by the following:

5. Services Fee. In exchange for the Employee Services provided by ViaOne, Client shall pay ViaOne a monthly Management Fee as outlined on the Service Schedule attached hereto as Exhibit A or as otherwise mutually agreed upon by Client and ViaOne from time to time. The Management Fee shall be invoiced by ViaOne to Client on a monthly basis for Employee Services rendered in the prior month and shall be payable by Client to ViaOne on or before the fifteenth (15th) day of each month. ViaOne shall have the right to convert its Monthly Management Fee into Client’s Series E Preferred Stock on the terms set forth in this Section 5. Each share of Series E Preferred Stock shall be convertible into 1,000 shares of the Company’s Common Stock at any time.

The number of validly issued, fully paid and non-assessable shares of Series E Preferred Stock issuable upon conversion (the “Conversion Shares”) shall be determined according to the following formula:

“Conversion Rate” =	Conversion Amount x Conversion Premium	÷ 1000
	Conversion Price

“Conversion Amount” means, with respect to the Management Fee, the dollar amount of the aggregate Management Fee that is being converted into shares of the Client’s Series E Preferred Stock.

“Conversion Premium” means One Hundred Twenty-Five Percent (125%).

“Conversion Price” means, with respect to Management Fee, eighty-five percent (85%) of the volume weighted average price (“VWAP”) for the five (5) trading days immediately prior to the date of the notice of conversion, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit B, the “Conversion Notice”)

No fractional shares of Common Stock are to be issued upon the conversion of any part of the Management Fee. If the issuance would result in the issuance of a fraction of a share of Series E Preferred Stock, the Company shall round such fraction of a share of Series E Preferred Stock up to the nearest whole share.

[SINGATURE PAGE TO FOLLOW]

Dated: December 31, 2021.

	GOOD GAMING, INC.

	/s/ Domenic Fontana
	By:	Domenic Fontana
	Title:	Chief Financial Officer

	VIAONE SERVICES, INC.

	/s/ David Dorwart
	By:	David Dorwart
	Title:	Chief Executive Officer

Exhibit A

EMPLOYEE SERVICES AGREEMENT

This Employee Services Agreement (this “Agreement”), effective as of September 1, 2021 (the “Effective Date”), is entered into by and between ViaOne Services, LLC, a Texas limited liability company (“ViaOne”), and Good Gaming, Inc. (“Client”).

RECITALS:

WHEREAS, Client is an independent online amateur and professional eSports tournaments operator that provides a safe, friendly, and competitive environment for all gamers and promotes professional gaming with a healthy vision towards innovation and technology (“Client Business”); and

WHEREAS, ViaOne is in the business of providing certain outsourced accounting, finance, human resources, marketing, management, administrative, inventory management and other related services (the “Employee Services”) to third parties; and

WHEREAS, the parties originally entered into an Employee Services Agreement effective March 1, 2017, pursuant to which ViaOne has been providing Employee Services to Client on a monthly basis, which agreement was amended on January 1, 2018 (the “Original Agreement”) which shall terminate on August 31, 2021; and

WHEREAS, the parties wish to allow the Original Agreement to expire and to enter into a new a Employee Services Agreement to replace and supersede the Original Agreement pursuant to and in accordance with the terms and conditions as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and on the terms and subject to the conditions herein set forth, the parties agree as follows:

1. Engagement by Client. Client hereby engages ViaOne, and ViaOne hereby accepts such engagement, to serve as Client’s provider of Employee Services, as defined below. ViaOne shall have all necessary authority to perform, and hereby agrees to perform, the Employee Services.

2. Independent Contractors. ViaOne intends to act and perform as independent contractor under this Agreement, and the provisions hereof are not intended to create any partnership, joint venture, agency or employment relationship between the parties. ViaOne shall not exercise control or direction over the Client Business nor shall it interfere with the business and other relationships Client maintains with its vendors, customers, employees and others.

3. Employee Services. ViaOne shall provide or arrange for the provision to the Client of those certain Employee Services selected by the Client as set forth on the Service Details attached hereto as Exhibit A. ViaOne is authorized to perform the Employee Services hereunder as is necessary or appropriate for the efficient provision of such Employee Services to Client and to third parties to whom ViaOne is providing similar services from time to time. Except as necessary to comply with applicable laws, regulations or professional standards, Client will not act in a manner which would prevent ViaOne from performing its duties hereunder and will provide such information and assistance to ViaOne as reasonably required by ViaOne to perform its Employee Services hereunder. ViaOne shall cause its employees to comply with all applicable federal, state and local laws, rules and regulations respecting the Employee Services.

4. Employees.

a. ViaOne shall employ or retain all individuals who are to be employed or engaged in the provision of the Employee Services (the “Employee Services’ Employees”). The daily work, performance and activities of the Employee Services’ Employees shall be supervised by ViaOne. The Employee Services’ Employees shall be qualified to perform such duties and responsibilities as required by ViaOne and by applicable professional standards and federal, state, and local law, rules and regulations. ViaOne shall pay all wages, compensation, employee benefits, payroll taxes, worker’s compensation insurance premiums, unemployment insurance premiums and other costs of employment incurred in connection with the Employee Services’ Employees (the “Services Employees’ Expenses”).

b. ViaOne also shall employ or retain all individuals who are to be engaged in daily business and operations of the Client Business (the “Client Business Employees”) and shall hereby provide such Client Business Employees exclusively to the Client to perform such daily business activities and other services in connection with the Client Business as required by the Client. The daily work, performance and activities of the Client Business Employees shall be supervised by the Client. The Client Business Employees shall be qualified to perform such duties and responsibilities as required by the Client any by applicable professional standards and federal, state, and local law, rule and regulation. Notwithstanding that the Client Business Employees shall be exclusively assigned to and supervised by the Client, ViaOne shall pay all wages, compensation, employee benefits, payroll taxes, worker’s compensation insurance premiums, unemployment insurance premiums and other costs of employment incurred in connection with the Client Business Employees (the “Client Business Employees Expenses”).

6. Confidential Information. ViaOne and Client acknowledge and agree that any and all Confidential Information, as hereinafter defined, of either party communicated to, learned of, developed or otherwise acquired by the other party during the term of this Agreement is and shall remain the property of the disclosing party. ViaOne and Client further acknowledge and agree that their use or disclosure of the other party’s Confidential Information other than as provided in this Agreement will result in irreparable injury and damage to such other party. Therefore, ViaOne and the Client agree, during the term of this Agreement and at all times thereafter, to hold in strictest confidence and not to use for itself or for any other individual or entity, and not to disclose to any person, firm or corporation, the Confidential Information of the other party without the prior written consent of such other party. Upon termination of this Agreement for any reason, each party (a) shall cease all use of any of the other party’s Confidential Information, (b) shall execute such documents as may be reasonably necessary to evidence their abandonment of any claim thereto, and (c) shall will promptly deliver or cause to be delivered to the other party all documents, data and other information in their possession that contains any of such other party’s Confidential Information. As used herein, “Confidential Information” means all trade secrets and other confidential and/or proprietary information of either party, including information derived from reports, investigations, research, work in progress, codes, marketing and sales programs, billing and collection information, financial projections, cost summaries, pricing formula, contract analyses, financial information, and all other confidential concepts, methods of doing business, ideas, materials or information. The provisions of this Section 6 shall survive the termination or expiration of this Agreement.

7. Remedies. The parties acknowledge and agree that a remedy at law for any breach or attempted breach of the provisions of Sections 6 above shall be inadequate, and therefore, each party shall be entitled to injunctive or other equitable relief in the event of any such breach or attempted breach by the other party in addition to any other rights or remedies available at law or in equity. Each party waives any requirement for the securing or posting any bond in connection with obtaining any such injunctive or other equitable relief. The provisions of this Section 7 shall survive the termination or expiration of this Agreement for any reason.

8. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. Thereafter, the term of this Agreement shall automatically renew for successive terms of one (1) year each unless either party provides the other party with at least ninety (90) days advance written notice of its intent to not renew the term of this Agreement. This Agreement may be modified periodically as agreed upon by mutual agreement.

9. Termination. Either party may terminate this Agreement with or without cause upon ninety (90) days advance written notice to the other party. In addition, one party may terminate this Agreement immediately upon written notice to the other party (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events.

a. The non-terminating party shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by the non-terminating party, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against the non-terminating party which is dismissed within ninety (90) days thereafter; or

b. The non-terminating party shall default in the performance of any material duty or material obligation imposed upon it by this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the non-terminating party by the terminating party.

10. Assignment. Neither party shall have the right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

11. Amendments. This Agreement shall not be modified or amended except by a written document executed by all parties to this Agreement.

12. Waiver. Any waiver of any terms and conditions hereof must be in writing, and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions hereof.

13. Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

14. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.

15. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULE GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS.

16. No Waiver; Remedies Cumulative. No party hereto shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default in or breach of any of the terms and conditions hereof. Neither failure to exercise, nor any delay in exercising, on the part of any party hereto, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available to any party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient.

17. Notice. Whenever this Agreement requires or permits any notice, request, or demand from one party to another, the notice, request, or demand must be in writing to be effective and shall be deemed to be delivered and received (i) if personally delivered or if delivered by telex, telegram, facsimile or courier service, when actually received by the party to whom notice is sent or (ii) if delivered by mail (whether actually received or not), at the close of business on the third business day next following the day when placed in the mail, postage prepaid, certified or registered, addressed to the appropriate party or parties, at the address of such party set forth next to their signatures below (or at such other address as such party may designate by written notice to all other parties in accordance herewith).

18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Notice Addresses:

ViaOne:	ViaOne Services, LLC

415 McFarlan Road, Suite 108	By:	/s/ Domenic Fontana
Kennett Square, PA 19348	Name:	Domenic Fontana
	Title:	SVP, Finance
	Date:

Client:

	Good Gaming, Inc.

415 McFarlan Road, Suite 108	By:	/s/ David B. Dorwart
Kennett Square, PA 19348	Name:	David B. Dorwart
	Title:	CEO
	Date:

Exhibit A - Service Schedule

Employee Services Agreement Costs:

Services to include:

1. HR/Payroll Services

2. Marketing & Advertising

3. Accounting/Finance

The Monthly Management Fee due and payable to ViaOne is $42,000 per month which upon ViaOne’s written notice (“Conversion Notice”), may be payable, in part or in full, by shares of Client’s Series E Preferred Stock at the Conversion Rate as defined below.

“Conversion Rate” =	Conversion Amount x Conversion Premium	÷ 1000
	Conversion Price

“Conversion Amount” means, with respect to the Management Fee, the dollar amount of the aggregate Management Fee that is being converted into shares of the Client’s Series E Preferred Stock.

“Conversion Premium” means One Hundred Twenty-Five Percent (125%).

“Conversion Price” means, with respect to Management Fee, eighty-five percent (85%) of the volume weighted average price (“VWAP”) for the five (5) trading days immediately prior to the date of the notice of conversion, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit B, the “Conversion Notice”)

No fractional shares of Common Stock are to be issued upon the conversion of any part of the Note. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.

Exhibit A - Service Details

Accounting/Finance Detail Description:

Financial Services

	●	Create a QuickBooks company file to house this information which is the property of the company
	●	Reconcile Bank Account(s) Activity monthly
	●	Crypto Account Balance Management and reconciliation
	●	Accounts Payable processing
	●	Payroll services will be paid appropriately at $1000/month plus the cost of a payroll provider like ADP and their respective reporting services and costs. Our fee is strictly for the processing of payroll.
	●	Payroll processing will not include annual 1099 reporting which will be an extra charge at year-end.
	●	Budgeting will be prepared annually and presented to management.
	●	A budgeting best view will be updated quarterly and provided/presented to management.
	●	This agreement does not include any tax reporting and/or preparation services.
	●	Assistance with Financial Statement audits will be provided on an ongoing basis as Via One will be the provider of data. Any non-Financial Statement audit work will be billed separately.
	●	Preparation of all public financial reporting requirements 10k, 10Q and any other reports as required by law.

Financial Reporting

	●	Balance Sheet with all balance sheet accounts reconciled quarterly.
	●	Income Statement prepared monthly and in accordance with GAAP.
	●	Statement of Cash Flows (Printed by QuickBooks) monthly or as needed.
	●	Cashflow Forecasting updated weekly and always a minimum of 90 days forecasted out (90 days of current month-end) - This will be prepared via a shared document.

Monthly Financial Statements

	●	Balance Sheet as of Month End
	●	MTD, QTD & YTD Income Statement
	●	MTD, QTD & YTD Statement of Cash Flows

Year End Financial Services

	●	YTD Balance Sheet
	●	YTD Income Statement
	●	YTD Statement of Owner’s Equity
	●	YTD Statement of Cash Flows

Marketing & Advertising Detail Description:

Customer Acquisition

	●	Online Acquisition Strategy Development
	●	Web Development & Design
	●	Social Media Management
	●	Content Writing
	●	Prospecting & List Services Research
	●	Automated Email & SMS Strategy
	●	Product Development Strategy
	●	Consumer Research & Study Groups
	●	SEM/PPC/Display/Video/Social Paid Marketing Strategy
	●	SEM/PPC/Display/Video/Social Paid Marketing Execution
	●	SEM/PPC/Display/Video/Social Paid Marketing Analytics & Optimization
	●	SEM/PPC/Display/Video/Social Paid Marketing Budget Development & Maintenance
	●	SEM/PPC/Display/Video/Social Paid Marketing KPI Development Customer

Retention

	●	Overall Retention Strategy & Execution
	●	Automated Email & SMS Messaging Strategy
	●	Billing & Payment Strategies
	●	Retention Promotion Strategies
	●	Customer Exit Interviews & Surveys

General Marketing Services

	●	Ad Image/Voice Consistency & Standardization
	●	Consumer Targeting & Demographics
	●	Ad Related Graphic Design
	●	Ad Related Copywriting
	●	Ad & Web Analytics
	●	Partner / Vendor Management and Recruiting
	●	Partner & Affiliate Marketing Strategies
	●	Weekly Team Meeting
	●	Weekly 1:1
	●	Monthly board meeting preparations/updates

Does NOT Include:

	○	Royalty Free or Royalty Artwork/Graphics (Shutterstock, iStock, etc.)
	○	Production Costs
	○	Collateral Costs
	○	Advertising Costs
	○	PPC / SEM Costs
	○	Postage
	○	Third Party Supportive Software (surveys, analytics, etc.)
	○	Any other fees above and beyond hours described to perform the tasks above
	○	Projects outside the scope described above will be quoted separately

Exhibit 10.2

AMENDMENT TO AMENDED EMPLOYEE SERVICES AGREEMENT DATED JANUARY 18, 2018

Reference is hereby made to the Amended Employee Services Agreement dated January 18, 2018 (the “Agreement”) between ViaOne Services, LLC, a Texas limited liability company (“ViaOne”) Good Gaming, Inc., a Delaware corporation (the “Company”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Agreement.

The Company and ViaOne agree to amend the Agreement, which is attached hereto as Exhibit A, as follows:

Section 5 of the Agreement shall be replaced in its entirety by the following:

The “Conversion Rate” =	(Conversion Amount x Conversion Premium)	÷ 1000
	Conversion Price

“Conversion Amount” means, with respect to the Note, the dollar amount of the Note that is being converted into shares of the Company’s Series E.

“Conversion Premium” means One Hundred Twenty-Five Percent (125%).

“Conversion Price” means, with respect to the Note, the lower of (i) the Fixed Conversion Price; or (ii) the lower of the VWAP of the Common Stock on the Trading Day prior to the Conversion Date or the VWAP of the Common Stock on the Conversion Date, subject to changes as set forth herein.

“Fixed Conversion Price” means, with respect to the Note $0.05 per share.

[SINGATURE PAGE TO FOLLOW]

Dated: December 31, 2021.

	GOOD GAMING, INC.

		/s/ Domenic Fontana
	By:	Domenic Fontana
	Title:	Chief Financial Officer

	VIAONE SERVICES, INC.

		/s/ David Dorwart
	By:	David Dorwart
	Title:	Chief Executive Officer

Exhibit A

AMENDED EMPLOYEE SERVICES AGREEMENT

This Amended Employee Services Agreement (this “Agreement”), effective as of September 1, 2017, is entered into by and between ViaOne Services, LLC, a Texas limited liability company (“ViaOne”), and Good Gaming, Inc. (“Client”).

RECITALS:

Whereas, Client is an independent online amatuer and professional eSports tournaments operator that provides a safe, friendly, and competitive environment for all gamers and promotes professional gaming with a healthy vision towards innovation and technology (“Client Business”); and

Whereas, ViaOne is in the business of providing certain outsourced accounting, finance, human resources, marketing, management, administrative, inventory management and other related services (the “Employee Services”) to third parties; and

Whereas, the parties entered into an Employee Services Agreement effective March 1, 2017, pursuant to which ViaOne has been providing Employee Services to Client on a monthly basis; and

Whereas, the parties wish to amend certain terms of the Employee Services Agreement as set forth below;

Now, therefore, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and on the terms and subject to the conditions herein set forth, the parties agree as follows:

4. Employees.

5. Services Fee. In exchange for the Employee Services provided by ViaOne, Client shall pay ViaOne a monthly Management Fee as outlined on the Service Schedule attached hereto as Exhibit A or as otherwise mutually agreed upon by Client and ViaOne from time to time. The Management Fee shall be invoiced by ViaOne to Client on a monthly basis for Employee Services rendered in the prior month and shall be payable by Client to ViaOne on or before the fifteenth (15^th) day of each month. ViaOne shall have the right to convert its Monthly Management Fee into Client’s Common Stock on the terms set forth in Exhibit A.

8. Term of Agreement. This Agreement shall commence on September 1, 2017 and shall continue for a period of one (1) year. Thereafter, the term of this Agreement shall automatically renew for successive terms of one (1) year each unless either party provides the other party with at least ninety (90) days advance written notice of its intent to not renew the term of this Agreement. This Agreement may be modified periodically as agreed upon by the Client.

a. The non-terminating party shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by the non- terminating party, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against the non- terminating party which is dismissed within ninety (90) days thereafter; or

10. Assignment. Neither party shall have the right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

11. Amendments. This Agreement shall not be modified or amended except by a written document executed by all parties to this Agreement.

18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	ViaOne:
Notice Addresses:	ViaOne Services, LLC

415 McFarlan Road, Suite 108	By:	/s/ Domenic Fontana
Kennett Square, PA 19348	Name:	Domenic Fontana
	Title:	SVP, Finance
	Date:	1/18/2018

	Client:
	Good Gaming, Inc

415 McFarlan Road, Suite 108	By:	/s/ David b. Dorwart
Kennett Square, PA 19348	Name:	David B. Dorwart
	Title:	CEO
	Date:	1/18/2018

Exhibit A - Service Schedule

Employee Services Agreement Costs:

Services to include:

HR/Payroll Services

Marketing & Advertising

Accounting/Finance

The Monthly Management Fee due and payable to ViaOne is $25,000 per month which upon ViaOne’s written notice (“Conversion Notice”), may be payable, in part or in full, by shares of Client’s Common Stock at the Conversion Rate as defined below.

The Conversion Rate=

Conversion Amount x Conversion Premium

Conversion Price

“Conversion Amount” means, with respect to the Management Fee, the dollar amount of the aggregate Management Fee that is being converted into shares of the Client’s Common Stock.

“Conversion Premium” means One Hundred Twenty Five Percent (125%).

“Conversion Price” means, with respect to Management Fee, the lower of (i) the Fixed Conversion Price; or (ii) the VWAP of the Common Stock on the 14th day of each month if the 14th of that month is a Trading Day. In the event the 14th day of a month falls on a Saturday, Sunday, or a trading holiday, the VWAP of the Common Stock will be valued on the last trading day before the 14th day of the month.

“Fixed Conversion Price” means, with respect to the Note $0.05 per share.

Exhibit A - Service Details

Accounting/Finance Detail Description:

Financial Services

	●	Create a QuickBooks company file to house this information which is the property of the company
	●	Reconcile Bank Account(s) Activity monthly
	●	Accounts Payable processing
	●	Payroll services will be paid appropriately at $500/month plus the cost of a payroll provider like ADP and their respective reporting services and costs. Our fee is strictly for the processing of payroll.
	●	Payroll processing will not include annual 1099 reporting which will be an extra charge.
	●	Budgeting will be prepared annually and presented to management.
	●	A budgeting best view will be updated quarterly and provided/presented to management.
	●	This agreement does not include any tax reporting and/or preparation services.
	●	Assistance with Financial Statement audits will be provided on an ongoing basis as Via One will be the provider of data. Any non-Financial Statement audit work will be billed separately.
	●	This agreement does not include any preparation of Public financial statements such as the 10k or 10Q statements.

Financial Reporting

	●	Balance Sheet with all balance sheet accounts reconciled quarterly.
	●	Income Statement prepared monthly and in accordance with GAAP.
	●	Statement of Cash Flows (Printed by QuickBooks) monthly or as needed.
	●	Cashflow Forecasting updated weekly and always a minimum of 90 days forecasted out (90 days of current month end) - This will be prepared via a shared document.

Monthly Financial Statements

	●	Balance Sheet as of Month End
	●	MTD, QTD & YTD Income Statement
	●	MTD, QTD & YTD Statement of Cash Flows

Year End Financial Services

	●	YTD Balance Sheet
	●	YTD Income Statement
	●	YTD Statement of Owner’s Equity
	●	YTD Statement of Cash Flows

Marketing & Advertising Detail Description:

Customer Acquisition

	●	Online Acquisition Strategy Development
	●	Prospecting & List Services Research
	●	Automated Email & SMS Strategy
	●	Product Development Strategy
	●	Consumer Research & Study Groups
	●	SEM/PPC/Display/Video/Social Paid Marketing Strategy
	●	SEM/PPC/Display/Video/Social Paid Marketing Execution
	●	SEM/PPC/Display/Video/Social Paid Marketing Analytics & Optimization
	●	SEM/PPC/Display/Video/Social Paid Marketing Budget Development & Maintenance
	●	SEM/PPC/Display/Video/Social Paid Marketing KPI Development

Customer Retention

	●	Overall Retention Strategy & Execution
	●	Automated Email & SMS Messaging Strategy
	●	Billing & Payment Strategies
	●	Retention Promotion Strategies
	●	Customer Exit Interviews & Surveys

General Marketing Services

	●	Ad Image/Voice Consistency & Standardization
	●	Consumer Targeting & Demographics
	●	Ad Related Graphic Design
	●	Ad Related Copywriting
	●	Ad & Web Analytics
	●	Partner & Affiliate Marketing Strategies
	●	Weekly Team Meeting
	●	Weekly 1:1
	●	Monthly board meeting preparations/updates

Estimated Hours:

	●	Management: 8 Hours/Month
	●	Execution: 12 Hours/Month

Does NOT Include:

	○	Royalty Free or Royalty Artwork/Graphics (Shutterstock, iStock, etc.)
	○	Production Costs
	○	Collateral Costs
	○	Advertising Costs
	○	PPC / SEM Costs
	○	Postage
	○	Third Party Supportive Software (surveys, analytics, etc.)
	○	Any other fees above and beyond hours described to perform the tasks above
	○	Projects outside the scope described above will be quoted separately

Exhibit 10.3

December 31, 2021

ViaOne Services, LLC

415 McFarlan Road, Suite 108

Kennett Square, PA 19348

Attention: David B. Dorwart, Chairman

RE: Sixth Amendment to Secured Promissory Note (the “Sixth Amendment”)

Ladies and Gentlemen:

On November 30, 2016, ViaOne Services, LLC (“ViaOne”) purchased a Secured Promissory Note equal to a maximum initial principal amount of $150,000 (the “Note”) issued by Good Gaming, Inc. (the “Company”) to ViaOne. As a result of additional advances made by ViaOne to Company, the principal amount of the Note was increased to $225,000 and $363,000 by amendments dated January 31, 2017 and March 1, 2017 respectively.

On May 5, 2017, ViaOne delivered a default notice to the Company pursuant to Section 6 of the Note Purchase Agreement (as defined below). After giving the Company a fifteen (15) day notice period to cure the default under the Stock Pledge Agreement by and among the Company, GGM and ViaOne, dated November 30, 2016 (“Pledge Agreement”), ViaOne took possession of the Series C Stock, which was the subject of the Pledge Agreement.

The Note, as amended, continues to be in default regarding the unpaid amount of $363,000, but is now increased due to additional advances provided to the Company by ViaOne of $25,000 on May 2, 2017; $25,000 on May 4 2017; $75,000 on May 31, 2017, and $85,000 on June 30, 2017 (the “Additional Advances”). The Additional Advances increase the total advances made to the Company by ViaOne to $573,000 as of July 1, 2017. And additional advances since July 1, 2017 have made the Company total advances increase to $1,241,783 as of 12/31/2021.

In connection with the Additional Advances, the Company, and ViaOne agreed to further amend the terms of the Governing Documents by entering into a “Fourth Amendment” to the Note on January 8, 2018. Under the Fourth Amendment, the Note was amended to allow for ViaOne to convert any part of or the entire Note into the Company’s shares of Common Stock.

In connection with the Additional Advances, the Company, and ViaOne agreed to further amend the terms of the Governing Documents by entering into a letter agreement also known as the “Fourth Amendment”, though for purposes of this Sixth Amendment, it will be referred to as the “Fifth Amendment” due to it being entered into chronologically subsequent to the original Fourth Amendment. Under the Fifth Amendment, entered into between the Company and ViaOne on August 27, 2018, the Note was further amended to provide for an increase in the principal amount from the maximum amount of $1,000,000 in the Third Agreement to a maximum of $2,000,000 or such lesser amount until ViaOne loaned the requisite funds as provided in the Fifth Amendment.

For purposes of this Sixth Amendment, the “Governing Documents” shall mean the Note Purchase Agreement, dated November 30, 2016 (the “Purchase Agreement”), and the Note (both as amended).

Terms appearing with initial capitals in this Amendment have the meaning assigned to them in the Governing Documents unless such terms are otherwise defined herein or the use of initial capitals is conventional in its context.

This Sixth Amendment shall evidence our understanding as follows:

1. Amendment of Note. The Note is hereby further amended to strike and delete the Conversion section added in the Fourth Amendment and replace it with the following provision:

Conversion. Any part of or the entire Note shall be convertible into the Company’s shares of Series E Convertible Preferred Stock (the “Series E”), when issued, validly issued, fully paid and non-assessable, on the terms and conditions set forth herein. Each share of Series E shall be convertible into 1,000 shares of the Company’s common stock at any time thereafter.

A.	At any time or times after the date of this Amendment, the holder of the Note shall be entitled to convert any or all of the principal and the accrued but unpaid interest of the Note into validly issued, fully paid and non-assessable shares of the Company’s Series E in accordance with Section C hereof at the Conversion Rate (as defined below).

B.	The number of validly issued, fully paid and non-assessable shares of Series E issuable upon conversion (the “Conversion Shares”) of the Note pursuant to Section A shall be determined according to the following formula:

“Conversion Rate” = Conversion Amount x Conversion Premium ÷ 1000

Conversion Price

“Conversion Premium” means One Hundred Twenty-Five Percent (125%).

C. The conversion of any part of the Note shall be conducted in the following manner:

(i) Holder’s Conversion. At any time to convert any of the Note into validly issued, fully paid, and non-assessable shares of Series E on any date (a “Conversion Date”), a Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Note subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company, which Conversion Notice shall be subject to an adjustment to the Conversion Price set forth on such Conversion Notice upon the close of the Principal Market on the Conversion Date.

(ii) Company’s Response. On or before the first (1^st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2^nd) Trading Day following the date of receipt by the Company of such Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, or (2) if the immediately preceding clause (1) is not satisfied, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of Conversion Shares to which such Holder shall be entitled.

(iii) Record Holder. The Person or Persons entitled to receive the shares of Series E issuable upon a conversion of any portion of the Note shall be treated for all purposes as the record holder or holders of such shares of Series E on the Conversion Date.

(iv) Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to a Holder within ten (10) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Series E to which such Holder is entitled and register such shares of Series E on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Series E to which such Holder is entitled upon such Holder’s conversion of any part of the Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the Company, may void its Conversion Notice and keep the Note as if such Conversion Notice had not been delivered to the Company, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of the Note and its amendments. Immediately following the voiding of a Conversion Notice as aforesaid, the Conversion Price of the Conversion Amount returned or retained by such Holder for failure to timely convert shall be adjusted to the lesser of (i) the Conversion Price relating to the voided Conversion Notice and (II) the lowest average VWAP of the Common Stock during the period beginning on the Conversion Date and ending on the date such Holder voids the Conversion Notice, subject to further adjustment as provided herein.

(v) Book-Entry. Notwithstanding anything to the contrary set forth in this Section, upon conversion of any portion of the Note in accordance with the terms hereof, no Holder thereof shall be required to physically surrender the Note to the Company following conversion thereof unless (A) the full or outstanding portion of the Note, including accrued but unpaid interest thereof, represented by the Note are being converted (in which event the Note together with its amendments shall be delivered to the Company) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of the Note upon physical surrender of the original Note. Each Holder and the Company shall maintain records showing the amount of the Note so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of the original Note upon each such conversion. In the event of any dispute or discrepancy, such records of such Holder establishing the amount of the outstanding Note and interest thereof to which the record Holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any portion of the Note, the outstanding balance of the Note may be less than the amount stated on the face thereof.

D. The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder thereof), issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Series E upon the conversion of the Note.

2. Force and Effect. Except as herein provided, the terms of the Note and its prior amendments shall remain in full force and effect.

3. Capitalized Terms. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Note and its amendments.

4. Execution. This Amendment may be executed in counterparts (including by facsimile or pdf signature pages or other means of electronic transmission) each of which shall be deemed an original but all of which together will constitute one and the same instrument.

5. Severability. Should any provision of this Amendment be declared illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Amendment as to such jurisdiction (but, to the extent permitted by law, not elsewhere) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

6. Governing Law. This Sixth Amendment shall be governed by and construed under the laws of the State of New York without regard to the conflicts of laws principles thereof.

7. Entire Agreement. This Sixth Amendment shall prevail in the event of a conflict between the provisions of this Sixth Amendment and the Governing Documents. This Sixth Amendment and the Governing Documents constitute the entire agreement among the parties.

(signature page follows)

If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing the this Sixth Amendment in the space provided below.

GOOD GAMING, INC.

/s/ Domenic Fontana
By:	Domenic Fontana
Title:	Chief Financial Officer

VIAONE SERVICES, INC.

/s/ David Dorwart
By:	David Dorwart
Title:	Chief Executive Officer

EXHIBIT I

Good Gaming, Inc.

CONVERSION NOTICE

Reference is made to the Secured Note issued by Good Gaming, Inc. (the “Company”) to ViaOne Services, LLC, as amended from time to time. In accordance with and pursuant to the conversion provided in the Secured Note, the undersigned hereby elects to convert certain amount of the Note indicated below into shares of Preferred Series E, $0.001 value per share (the “Preferred Series E”) of the Company, of as of the date specified below.

Date of Conversion:

___12/31/2021______

Amount of the Secured Note to be converted: __$1,241,783____________________________________________________

Tax ID Number (If applicable): ____47-3533094_________________________________

Conversion Price*: _$0.05_________________

Number of shares of Preferred Series E to be issued: ___24,836_____________________

Please issue the shares of Preferred Series E into which the Secured Note being converted in the following name and to the following address:

Issue to: Viaone Services, LLC

_______________________________________________________________

Address: 415 McFarlan Rd. Ste 108, Kennett Square, PA 19348

_______________________________________________________________

Telephone Number: ____________________________________________________

Facsimile Number: _______________________________________________________

Holder: ______________________________________________________________

By:

___________________________________________________

Title: CEO

_________________________________________________

Dated: January 4, 2022

Account Number (if electronic book entry transfer):

_____________________________________________

Transaction Code Number (if electronic book entry transfer):

* Conversion Price may be based on the VWAP of the Trading Day prior to the Conversion Date and remains subject to adjustment upon the close of the Principal Market on the Conversion Date.

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs Action Stock Transfer to issue the above indicated number of shares of Preferred Series E in accordance with the Irrevocable Transfer Agent Instructions dated January 4, 2022 from the Company and acknowledged and agreed to by David Dorwart.

	Good Gaming, Inc.

	By:
	Name:	David Dorwart
	Title:	CEO

Exhibit 10.4

FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE AGREEMENT

This First Amendment to Revolving Promissory Note Agreement is made and entered into as of the 30^th day of September 2021 by and between Good Gaming, Inc., a Nevada corporation (“Borrower”), and ViaOne Services, LLC, a Texas limited liability company (“Noteholder”).

WHEREAS, Borrower and Noteholder entered into that certain Revolving Promissory Note Agreement, dated September 30, 2021, in the original principal amount of $1,000,000 (the “Original Note”) attached hereto as Exhibit A; and

WHEREAS, Borrower and Noteholder desire to amend the Original Note to allow for conversion into shares of the Borrower’s Series E Preferred Stock.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein, the parties hereto agree as follows:

1.Amendment. Section 5 of the Original Note, captioned “Conversion,” is hereby amended by deleting such section in its entirety and replacing it with the following:

5. Conversion. This Note (and any unpaid interest or liquidated damages amount) may be converted into shares of the Borrower’s shares of Series E Preferred Stock (the “Series E”), when issued, validly issued, fully paid and non-assessable, on the terms and conditions set forth herein, using the Conversion Rate described in this Section 5, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit B, the “Conversion Notice”). Each share of Series E Preferred Stock shall be convertible into 1,000 shares of the Company’s common stock at any time thereafter.

The number of validly issued, fully paid and non-assessable shares of Series E issuable upon conversion (the “Conversion Shares”) of the Note pursuant to this Section 5 shall be determined according to the following formula:

“Conversion Rate” =	Conversion Amount x Conversion Premium	÷ 1000
	Conversion Price

“Conversion Premium” means One Hundred Twenty-Five Percent (125%).

2.Defined Terms / No Further Modification. Any terms used but not defined herein shall have the meanings ascribed to them in the Original Note. Except as expressly set forth herein, the Original Note shall remain unmodified and shall continue in full force and effect.

Dated: December 31, 2021.

	GOOD GAMING, INC.

		/s/Domenic Fontana
	By:	Domenic Fontana
	Title:	Chief Financial Officer

	VIAONE SERVICES, INC.

		/s/ David Dorwardt
	By:	David Dorwart
	Title:	Chief Executive Officer

Exhibit A

REVOLVING CONVERTIBLE PROMISSORY NOTE

(Revolving Note)

$1,000,000.00

September 30, 2021

1. Promise to Pay. At the times stated in this Note, for value received, Good Gaming, Inc., a Nevada corporation duly organized and existing under the laws of the State of Nevada (“Borrower”), promises to pay to ViaOne Services, LLC, a Texas limited liability Borrower (“Lender”) the principal sum of up to One Million and 00/100 Dollars ($1,000,000.00) (the “Maximum Amount”) or such lesser amount as may be advanced by Lender under the below-defined Revolving Loan Agreement, with interest, from the date of initial disbursement of all or any part of the principal of this Note, on the unpaid principal at the interest rate or interest rates provided for in this Note.

2. Interest Rate; Payment of Principal and Interest.

2.1 Certain Definitions. For purposes of this Note, the following terms shall have the following definitions:

	(a)	Expiration Date. Expiration Date means the earlier of (i) on demand or (ii) the date that is three (3) years from the Original Issue Date.

	(b)	Note Rate. This note will be subject to a simple interest rate of 8% per annum.

	(c)	Original Issue Date. The date that this Note was issued to the Borrower hereunder.

	(d)	Payment Date. The third anniversary of the Original Issue Date.

2.2 Interest. Interest shall accrue at a rate equal to the Note Rate, subject always to Section 5 below.

2.3 Grant of Security Interest. Payment of all obligations under this Note is secured by a security interest granted to the Lender by the Borrower in all of the right, title and interest of the Borrower in, whether now existing or hereafter from time to time acquired, all of the assets of the Borrower currently owned or acquired hereafter, including, but not limited to all (i) accounts, (ii) chattel paper, (iii) documents, (iv) equipment, (v) general intangibles, (vi) goods, (vii) instruments, (viii) insurance policies covering any or all of the Collateral, (ix) inventory, (x) investment property and issued and outstanding equity interests (including shares of capital stock and interests in any general partnership, limited partnership, limited liability partnership and limited liability company) that are directly owned by the Borrower, (xi) letter of credit rights, (xii) money, (xiii) rights to payment, (xiv) commercial tort claims, (xv) to the extent not otherwise included above, all other personal property of any kind and all books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon, and to the extent not otherwise included above, (xvi) all proceeds, products, accessions, rents and profits of or in respect of any of the foregoing, in each case as defined in the Uniform Commercial Code (collectively, the “Collateral”). Notwithstanding the foregoing, the Collateral does not include any of the following, whether now owned or hereafter acquired by the Borrower: any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of the Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present or future infringement of any of the foregoing; provided, however, the Collateral shall include all Accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing (“Borrower Intellectual Property”).

2.4 Payments. Principal and interest shall be due and payable as follows:

(a) Payment on Expiration Date; Payment in Full. The entire unpaid principal balance of this Note and all accrued and unpaid interest thereon shall be due and payable on the Expiration Date or the date of any earlier acceleration of this Note. In any event, interest shall be paid on the date of payment in full of principal of this Note if no further advances of the Revolving Loan may be made under the Revolving Loan Agreement.

(b) Advances. The Borrower may request advances of principal (each, an “Advance”) under this Note as provided herein. Borrower may be entitled to make requests for Advances hereunder in an aggregate principal amount not to exceed the Maximum Amount of this Note made by Borrower contemporaneously with this Note and held by the Lender, by delivering to the Lender at least [5] business days in advance of the requested funding date a written request (an “Advance Request Certificate”) substantially in the form of Exhibit A hereto. The Lender is authorized to, and so long as it holds this Note shall, record the date and amount of each Advance made by the Lender on the schedule annexed hereto and consisting a part hereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information recorded, provided that failure of the Lender to make such recordation (or any error in recordation) shall not affect the obligations of the Borrower under this Note.

2. Interest Computation. All payments under this Note shall be made in immediately available funds and shall be credited (except as otherwise provided in the Revolving Loan Agreement) first to accrued interest then due, thereafter to unpaid principal, and then to other charges, fees, costs, and expenses payable by Borrower under this Note or in connection with any advances of the Revolving Loan in such order and amounts as Lender may determine in its sole and absolute discretion. If any payment of interest is not made when due, at the option of Lender, such interest payment shall bear interest at the below-described Default Rate from and after the due date of the interest payment. Principal and interest shall be payable only in lawful money of the United States of America. The receipt of any check or other item of payment (a “Payable Item”) by Lender, at its option, shall not be considered a payment until such payment item is honored when presented for payment at the drawee bank or institution, and Lender, at its option, may delay the credit of such payment until such payment item is so honored. Notwithstanding anything to the contrary contained in this Note, interest at the rates provided for in this Note shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days during which any principal of this Note is outstanding. Borrower acknowledges and agrees that the calculation of interest on the basis described in the immediately preceding sentence may result in the accrual and payment of interest in amounts greater than those which would be payable if interest were calculated on the basis of a three hundred sixty-five (365) day year.

3. Optional Prepayment. Borrower may prepay this Note in whole or in part at any time, without premium or penalty. Amounts so prepaid are available for re-borrowing.

4. After Maturity/Default Rate of Interest. From the earlier of (a) the occurrence of an Event of Default and during the continuance thereof (whether or not Lender has elected to accelerate unpaid principal and interest under this Note as a result of such Event of Default) after any required notice has been given and applicable period for cure has expired or (b) the maturity of this Note (whether the Expiration Date or the maturity date resulting from Lender’s acceleration of unpaid principal and interest) and thereafter until payment in full, interest on the unpaid principal balance of this Note shall continue to accrue at the Note Rate until this Note has been paid in full.

5. Conversion. This Note (and any unpaid interest or liquidated damages amount) may be converted into shares of the Borrower’s common stock, par value $0.001 per share, at a conversion price of eighty-five percent (80%) of the volume weighted average price (“VWAP”) for the five (5) trading days immediately prior to the date of the notice of conversion, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit B, the “Conversion Notice”).

6. Commitment Warrants. In consideration for the Lender’s commitments and agreements herein with respect to the Note, the Borrower shall issue to the Lender warrants (the “Warrants”) to purchase One Million (1,000,000) shares of Common Stock at an exercise price equal to a twenty percent (20%) premium of the closing bid price on the date prior to the execution of this Note, and expiring within five (5) years of the issuance thereof.

7. Late Charge. If any payment of interest, principal, or both principal and interest under this Note is not paid in full within ten (10) days after the date on which it is due, Borrower shall immediately pay a late charge equal to 10 percent (10%) of the amount due to Lender. Borrower agrees that the actual damages suffered by Lender because of any late payment are extremely difficult and impracticable to ascertain, and the late charge described in this Section represents a reasonable attempt to fix such damages under the circumstances existing at the time this Note is executed. Lender’s acceptance of any late charge shall not constitute a waiver of any of the terms of this Note and shall not affect Lender’s right to enforce any of its rights and remedies against any Person liable for payment of this Note.

8. Waivers. Borrower and all sureties, guarantors, endorsers and other Persons liable for payment of this Note (a) waive presentment, demand for payment, protest, notice of demand, dishonor, protest and nonpayment, and all other notices and demands in connection with the delivery, acceptance, performance, default under, and enforcement of this Note; (b) waive the right to assert any statute of limitations as a defense to the enforcement of this Note to the fullest extent permitted by law; (c) consent to all extensions and renewals of the time of payment of this Note and to all modifications of this Note by Lender and Borrower without notice to and without in any way affecting the liability of any Person for payment of this Note; and (d) consent to any forbearance by Lender and to the release, addition, and substitution of any Person liable for payment of this Note and of any or all of the security for this Note without notice to and without in any way affecting the liability of any Person for payment of this Note.

9. Default. The occurrence of any of the following events shall constitute an “Event of Default”: (a) the failure of Borrower to pay all or any portion of the principal and interest due and payable under this Note and such failure continues for five (5) business days after the Lender notifies Borrower in writing of such failure; (b) the filing against Borrower of an involuntary petition or other pleading seeking the entry of a decree or order for relief under the United States Bankruptcy Code or any similar federal or state insolvency or other similar law ordering: (a) the liquidation of Borrower, (b) a reorganization of Borrower or the business and affairs of Borrower, or (c) the appointment of a receiver, liquidator, assignee, custodian, trustee or similar official for Borrower or the property of Borrower, and the failure to have such petition or other pleading denied or dismissed within thirty (30) days from the date of filing; (c) the commencement by Borrower of a voluntary case under the United States Bankruptcy Code or any similar federal or state insolvency or other similar law, (a) the consent by Borrower to the appointment or taking possession by a receiver, liquidator, assignee, trustee, custodian or similar official for Borrower or any of the property of Borrower, or (b) the making by Borrower of an assignment for the benefit of creditors and (d) the breach of any term of any of the Note by the Borrower. Lender, at its option and without notice to or demand on Borrower or any other Person, may terminate any or all obligations which it may have to extend further credit to Borrower and may declare the entire unpaid principal balance of this Note and all accrued interest thereon to be immediately due and payable upon the occurrence of any Event of Default as defined in the Revolving Loan Agreement.

10. Application of Payments. Upon the occurrence of any Event of Default, Lender, at its option, shall have the right to apply all payments made under this Note to principal, interest, and other charges, fees, costs and expenses payable by Borrower under this Note or in connection with any advance of the Revolving Loan in such order and amounts as Lender may determine in its sole and absolute discretion.

11. Modifications; Cumulative Remedies; Loss of Note; Time of Essence. No modification or waiver by Borrower of any of the terms of this Note shall be valid or binding on Lender unless such modification or waiver is in writing and signed by Lender. Lender’s rights and remedies under this Note are cumulative with and in addition to all other legal and equitable rights and remedies which Lender may have in connection with the Revolving Loan. The headings to sections of this Note are for convenient reference only and shall not be used in interpreting this Note. If this Note is lost, stolen, or destroyed, upon Borrower’s receipt of a reasonably satisfactory indemnification agreement executed by Lender, or if this Note is mutilated, upon Lender’s surrender of the mutilated Note to Borrower, Borrower shall execute and deliver to Lender a new promissory note which is identical in form and content to this Note to replace the lost, stolen, destroyed or mutilated Note. Time is of the essence in the performance of each provision of this Note by Borrower.

12. Attorneys’ Fees. If Borrower defaults under any of the terms of this Note, Borrower shall pay all costs and expenses, including without limitation reasonable attorneys’ fees and costs, incurred by Lender in enforcing this Note immediately upon Lender’s demand, whether or not any action or proceeding is commenced by Lender.

13. Applicable Law; Successors. This Note shall be governed by and interpreted in accordance with the laws of the State of Nevada. This Note shall be the joint and several obligation of all Persons executing this Note as Borrower and all sureties, guarantors, and endorsers of this Note, and this Note shall be binding upon each of such Persons and their respective successors and assigns. This Note shall inure to the benefit of Lender and its successors and assigns. Venue for any proceedings hereunder shall be as provided in the Revolving Loan Agreement.

14. Security. This Note is secured as provided by the security interest pursuant to Section 2.3 herein.

IN WITNESS WHEREOF, the parties hereto have executed this Secured Convertible Promissory Note as of the day and year first written above.

	GOOD GAMING, INC.

	By:	/s/ Domenic Fontana
	Name:	Domenic Fontana
	Title:	Treasurer

AGREED TO AND ACCEPTED:

VIAONE SERVICES, LLC

By:	/s/ David B. Dorwart
Name:	David B. Dorwart
Title:	Chairman and CEO

Schedule A

Schedule of Advances

Date	Amount of Advance	Principal Balance

Exhibit A

Advance Request Certificate

Revolving Convertible Promissory Note

Pursuant to the terms of the Revolving Convertible Promissory Note (the “Note”) dated as of [_______________, 2021] between Good Gaming, Inc. (the “Borrower”) and ViaOne Services, LLC (the “Holder”), the undersigned hereby requests that the Holder advance funds as follows:

Amount of Advance: $_________________

Date of Advance: _________________

Deposit account to be credited: ________________________

To the Note: $__________________________

Capitalized terms used herein and not otherwise defined shall have the meanings therein defined in the Note.

To induce the Holder to make the requested Advance the undersigned certifies as follows:

1. The undersigned is in compliance with all of the terms, covenants and conditions of the Note.

2. No Event of Default under the Note has occurred which has not been waived in writing by the Holder.

Good Gaming, Inc.

By:
Name:
Title:

Exhibit 99.1

Good Gaming Inc. Announces Letter to Shareholders

Kennett Square, PA, Jan. 4, 2021 (GLOBE NEWSWIRE) — Good Gaming, Inc. (OTCQB: GMER) (the “Company”), an innovative brand leading the gaming industry across multiple segments in the space since 2008, today released a letter to shareholders from Chairman and CEO David Dorwart.

Dear Fellow Shareholders:

We are excited to enter 2022 with Good Gaming in a position of strength unlike any other period in its history. The tireless work of our dedicated team throughout 2021 has solidified our foundation for long-term growth, and I am pleased to take this opportunity to summarize our recent business developments, significant achievements of the last year, as well as provide some insight into the strategic direction of Good Gaming for 2022 and beyond.

Executing on our vision of pioneering the NFT gaming space, we culminated our successes of 2021 with the much-anticipated official mainnet launch of our first-to-market collectible NFT game MicroBuddies™ on December 17th. Our team’s ability to take MicroBuddies™ from concept to full launch in under a year is nothing short of phenomenal and clearly demonstrates our ability to capitalize on opportunities in the rapidly evolving gaming market.

When we pivoted to crypto gaming in early 2021, we were building upon an already amazing history in the gaming space. We actually got started in gaming back in 2008 and really began making a name for ourselves in 2014 when we started creating competitive eSports tournaments for Blizzard Entertainment’s Hearthstone, a free-to-play online digital collectible card game.

After becoming the go-to for anything Hearthstone-related, we capitalized on the surging popularity of Minecraft servers. Ultimately, we created some of the most popular private-server versions of Prison and Skyblock, two of the most popular game modes in Minecraft. We also went on to build huge communities in the process. And now we intend to do the same with NFT gaming.

Our community building in this arena is already off to a tremendous start with more than 6,000 members on our MicroBuddies™ Discord channel, more than 22,000 followers on Twitter, and over 36,000 Instagram followers. As we continue to expand partnerships with NFT and crypto influencers and pursue targeted online ads to drive increased awareness, we believe these numbers will grow significantly in 2022.

Completing the development and launch of MicroBuddies™ was made possible in part by our achievement of key milestones in 2021, including our listing on the OTCQB in September and the subsequent $3.1 million PIPE financing we closed in November.

Finally, we ended the year by restructuring our outstanding debt, converting $2.7 million worth of debt into preferred equity. This conversion, which removes an expected $16.5 million of derivative liabilities from our balance sheet, combined with the proceeds of our PIPE offering, gives Good Gaming a much more robust and healthier balance sheet as we enter 2022, while eliminating the potential impact of derivative liability losses on our financial statements moving forward.

Looking ahead, our team will continue the development of MicroBuddies™ in 2022 through code enhancements, user experience and user interface upgrades, and bug fixes. Our focus on improving gameplay includes plans to add functionality and visual enhancements, remove the occasional error messages, and address suggestions and requests from our passionate and rapidly growing Discord community.

We also plan to incorporate the ability to browse OpenSea listings directly from within MicroBuddies™, empowering players with robust sorting tools and other relevant features to support the best possible user experience for our community.

Another exciting area with tremendous potential that we are exploring is the incorporation of PFP and other community-based projects that will allow us to increase our exposure to the booming NFT industry and bridge the gaps between additional game releases.. PFPs, or profile pictures designed to be used as social media avatars, were some of the first NFTs ever made. During the NFT boom in the first half of 2021, many PFPs went on to command multi-million-dollar prices, including Sotheby’s sale of CryptoPunk #7423 in June for more than $11.7 million.

In the bigger picture, our five-year strategic plan includes the release of multiple games with increasing complexity. These games will be interwoven with a comprehensive and engaging community where members feel they are part of an exclusive club, and we will support the growth of this community through proven tactics we have employed in past endeavors, including competitions, exclusive perks, and attractive giveaways.

One of the things we have learned through experience is that success in this arena is about more than just game development. NFTs and crypto gaming really bolt onto the larger idea of creating a lifestyle and community. This is the secret sauce that fosters highly engaged, die-hard brand loyalists.

Our ultimate vision leverages the interoperability of the blockchain to create opportunities for our players to utilize GOO, our in-game currency, in various ways, across different projects and games. This vision is about providing our gamers with the opportunity to participate in an entire lifestyle to keep them engaged, much like the idea of the metaverse, or in our case, a “microverse.”

An outgrowth of this lifestyle approach and a demonstration of the strength of our rapidly growing community can be found in the upcoming launch of our merchandise store for MicroBuddies™, a feature our dedicated community members practically demanded, where they can go to purchase shirts, hats, mugs, bags, and more. Going forward, we will have a lot more opportunities to generate various revenue streams within this community as it continues to grow.

With so much potential on the near-term horizon, we are moving ahead on plans to expand our executive management team with the addition of key hires with proven track records of success in the gaming industry and social media platforms. Our expanding executive team will give us the additional contacts and technical expertise needed by having the right people in the right place at the right time!

We wholeheartedly believe that crypto gaming and NFTs will absolutely revolutionize all aspects of gaming in the future. Players want to truly own their assets and blockchain smart contracts now ensure that game development companies like Good Gaming can continue to earn revenue even after the asset transfers to players outside of its game. This monumental trend is irrefutable, and it is coming in a big way!

I couldn’t be more thrilled with the position of Good Gaming as we enter 2022 and believe this will be a breakout year for the Company as we take advantage of lucrative opportunities in the fast-moving and exciting world of NFT gaming that we are pioneering.

Thank you to all our shareholders for your support on this exciting journey. The best is yet to come!

Sincerely,

David Dorwart

Chairman & CEO

Good Gaming, Inc.

About Good Gaming:

Good Gaming is an innovative brand leading the gaming industry across multiple segments in the space since 2008. Beginning with our roots as a collaborative space for gamers to share their knowledge, we went on to establish ourselves as one of the leaders in hosting Hearthstone tournaments. In 2016, we expanded our reach to include establishing multiple Minecraft servers with some of the most popular versions of Prison and SkyBlock, then developing our completely custom-developed NFT blockchain game, MicroBuddies™, in 2021. The Good Gaming advantage comes from our development team’s close relationship with the player communities of all of our games. The constant communication and resulting feedback further expand our proprietary content, and we continue to be influencers in the realm. Good Gaming continues to find exciting and innovative ways to branch across the gaming industry. As a staff and community, our goal is to cement our place as a fun and collaborative place for ALL gamers to enjoy.

For more information about Good Gaming, please visit our website:

https://www.good-gaming.com

Visit us on our social media platforms:

Discord: https://discord.gg/MicroBuddies

Telegram Group: https://t.me/microbuddiesio

Twitter: https://twitter.com/microbuddies, https://twitter.com/GOODGMER

Reddit: https://www.reddit.com/r/MicroBuddies/

Instagram: https://www.instagram.com/goodgmer/

Facebook: https://www.facebook.com/microbuddiesofficial/, https://www.facebook.com/GoodGMER, https://www.facebook.com/GoodGamingMC

Twitch: https://www.twitch.tv/goodgaminginc

YouTube Channel: https://www.youtube.com/channel/UC3YyoK_Xdo7sfPmse898Nog/

Safe Harbor: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of Good Gaming Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential,” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Good Gaming Inc.’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in Good Gaming, Inc.’s filings with the Securities and Exchange Commission, including those set forth as “Risk Factors” in such filings.

Investor Contact:

Dave Gentry, CEO

RedChip Companies Inc.

407-491-4498

Dave@redchip.com