AMENDED
EMPLOYEE SERVICES AGREEMENT


 


This
Amended Employee Services Agreement (this “Agreement”), effective as of January 31, 2018, 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:


 


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”).


 


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 Common Stock on the terms set forth in Exhibit A.


 






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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 January 1, 2018 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.


 






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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.


 






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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.


 






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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:	 
	Kennett
    Square, PA 19348	Name:	Domenic
    Fontana
	 	Title:	SVP,
    Finance
	 	 	 
	 	Date:	 
	 	 	 
	 	Client:
	 	Good
    Gaming, Inc
	 	 	 
	415
    McFarlan Road, Suite 108	By:
    	 
	Kennett
    Square, PA 19348	Name:	David
    B. Dorwart
	 	Title:	Chairman
	 	 	 
	 	Date:	


  






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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 $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 Shares issued upon conversion of the Management Fee is $0.05 per share.


 






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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


 






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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


 






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