GMER Good Gaming Inc (QB)

Item 1.01 Entry into a Material Agreement.

Employee Services Agreement with ViaOne Services, LLC

On September 30, 2021, Good Gaming, Inc. (the “Registrant”) entered into an Employee Services Agreement (the “Services Agreement”) with ViaOne Services, LLC (“ViaOne”) effective as of September 1, 2021 (the “Effective Date”). Pursuant to the Services Agreement, ViaOne shall provide to the Registrant services relating to the Registrant’s human resources, payroll, marketing, advertising, accounting and financing (the “Services”) for a monthly management fee of $42,000 (the “Monthly Management Fee”) for a period of one year commencing from the Effective Date and automatically renewing 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 not to renew the Services Agreement. In accordance with the terms of the Services Agreement, ViaOne shall have the right to convert part or all of the Monthly Management Fee into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at the Conversion Rate equal to 125% of the Conversion Amount, divided by the Conversion Price, as those terms are defined in the Services Agreement.

The foregoing description of the terms of the Services Agreement is not complete and is qualified in its entirety by reference to the full text of the Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Unless specified in this Current Report, capitalized terms have the meanings defined in the Services Agreement.

Revolving Convertible Promissory Note with ViaOne Services, LLC

On September 30, 2021, the Registrant entered into a revolving convertible promissory note (the “Revolving Note”) with ViaOne. Under the terms of the Revolving Note, the Registrant promises to pay to ViaOne the principal sum of $1,000,000 or such lesser amount as may be advanced to the Registrant by ViaOne from time to time, pursuant to the Revolving Note. In consideration for extending the Revolving Note to the Registrant, the Registrant granted ViaOne warrants to purchase 1,000,000 shares of Common Stock at an exercise price of $0.42, a premium of 20% to the closing bid price of the Common Stock the trading day prior to the execution of the Revolving Note. Payment of all obligations under the Revolving Note is secured by a security interested granted to ViaOne by the Registrant in all of the right, title and interest of the Registrant in all of the assets of the Registrant currently owned or acquired hereafter.

The Revolving Note (and any unpaid interest or liquidated damages amount) may be converted into shares of Common Stock at a conversion price of eighty-five percent (85%) of the VWAP for the five (5) trading days immediately prior to the date of the notice of conversion. The Revolving Note contains customary events of default, including, among others, the failure by the Registrant to make a payment of principal or interest when due. Following an event of default, ViaOne is entitled to accelerate the entire indebtedness under the Revolving Note. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Revolving Note.

The foregoing description of the terms of the Revolving Note is not complete and is qualified in its entirety by reference to the full text of the Revolving Note, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein. Unless specified in this Current Report, capitalized terms have the meanings defined in the Revolving Note.