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Agreement (the “Employee Services Agreement”), which became effective on September 1, 2021, and superseded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.