Exhibit 10.3


 


PROMISSORY
NOTE


 





	Principal	Loan
    Date	Maturity	Loan
    No	Call
    / Coll	Account	Officer	Initials
	$685,300.00	05-18-2020	05-18-2022	10017173	 	 	NW1	 
	References
    in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
    or item. 

    Any item above containing “***” has been omitted due to text length limitations.




   


	Borrower:	WPT Enterprises Inc	Lender:	CommerceWest Bank
	 	17877 Von Karman Ave 	 	Corporate Lending Group
	 	Irvine, CA 92614	 	2111 Business Center Drive, Suite 100
	 	 	 	Irvine, CA 92612
	 	 	 	(949) 251-6959
	 	 	 	 


  


	Principal Amount: $685,300.00	Date of Note: May 18, 2020


 


PROMISE TO PAY. WPT Enterprises
Inc (“Borrower”) promises to pay to CommerceWest Bank (“Lender”), or order, in lawful money of the United
States of America, the principal amount of Six Hundred Eighty-five Thousand Three Hundred & 00/100 Dollars ($685,300.00), together
with interest on the unpaid principal balance from May 18, 2020, calculated as described in the “INTEREST CALCULATION METHOD”
paragraph using an interest rate of 1.000%, until paid in full. The interest rate may change under the terms and conditions of
the “INTEREST AFTER DEFAULT” section.


 


PAYMENT. Borrower will
pay this loan in 17 payments of $38,573.87 each payment and an irregular last payment estimated at $38,573.87. Borrower’s
first payment is due December 18, 2020, and all subsequent payments are due on the same day of each month after that. Borrower’s
final payment will be due on May 18, 2022, and will be for all principal and all accrued interest not yet paid. Payments include
principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; then to any escrow or reserve account payments as required under any mortgage, deed of trust, or other
security instrument or security agreement securing this Note; then to any late charges; and then to any unpaid collection costs.
Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.


 


INTEREST CALCULATION
METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of
360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest
rate than the numeric interest rate stated in this Note.


 


PREPAYMENT. Borrower
may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather,
early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees
not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower
sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check
or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that
is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: CommerceWest
Bank, 2111 Business Center Drive, Suite 100 Irvine, CA 92612.


 


LATE CHARGE. If a
payment is 15 days or more late, Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled payment or
$5.00, whichever is greater.


 


INTEREST AFTER DEFAULT.
Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately become 20.000%.


 


DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”) under this Note:


 


Payment Default.
Borrower fails to make any payment when due under this Note.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related
documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between
Lender and Borrower.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or
the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.


 


Insolvency. The dissolution
or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for
any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 






     


     


    

 





	 	PROMISSORY
    NOTE	 
	Loan No: 10017173	(Continued)	Page 2
	 	 	 


 


Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of
the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and
deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its
sole discretion, as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness
or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Change In Ownership. Any change in ownership
of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A
material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired.


 


Insecurity. Lender in good faith believes itself
insecure.


    


LENDER’S RIGHTS.
Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.


 


ATTORNEYS’ FEES;
EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition
to all other sums provided by law.


 


JURY WAIVER. To the extent
permitted by applicable law, Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim
brought by either Lender or Borrower against the other.


 


GOVERNING LAW. This Note
will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of
California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California.


 


CHOICE OF VENUE. If
there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Orange County, State
of California.


 


DISHONORED ITEM FEE.
Borrower will pay a fee to Lender of $41.29 if Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.


 


COLLATERAL. This loan is unsecured.


 


AGREEMENT TO PROVIDE
ADDITIONAL DOCUMENTS. Borrower agrees to execute and acknowledge such additional documents as may be necessary or desirable
in order to carry out the intent and purpose of this Instrument and the other Loan Documents, to confirm or establish the lien
hereof, or to correct any clerical errors or legal deficiencies. Without limiting the foregoing, Borrower agrees to execute a replacement
Note in the event the Note is lost or destroyed and to execute a corrected and restated substitute Note to correct any clerical
or other errors which may be discovered in the original Note. Failure of Borrower to comply with any request by Lender pursuant
to this Section within ten (10) days after written request by Lender shall constitute a material Event of Default hereunder.


 


COUNTERPARTS. This
Agreement may be executed in any number of counterparts each of which shall be deemed an original, but all such counterparts together
shall constitute but one Agreement.


 


SBA LANGUAGE. This
loan is made under the Small Business Administration Paycheck Protection Program, approval date being 5/06/2020, with a 100% guaranty
with SBA Loan # 26699574-01. The Promissory Note associated with this loan is enforceable and assignable in the event that it would
ever have to be assigned to the U.S. Small Business Administration.


 


APPLICABLE LAW. “The
Loan secured by this lien was under a United States Small Business Administration (SBA) nationwide program which uses tax dollars
to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations;


 


a) When
SBA is the holder of the Note, this document and all documents evidencing or securing this loan will be construed in accordance
with the federal law.


 


b) Lender
or SBA may use local or state procedure for purposes such as filing papers, recording documents, giving notice, foreclosing liens,
and other purposes. By using these procedures, SBA does not waive any federal immunity from local or state control, penalty, tax
or liability. Not Borrower or Guarantor may claim or assert against SBA any local or state law to deny any obligation of Borrower,
or defeat any claim of SBA with respect to this Law.


  






     


     


    

 





	 	PROMISSORY
    NOTE	 
	Loan No: 10017173	(Continued)	Page 3
	 	 	 


 


Any clause in this document requiring arbitration
is not enforceable when SBA is the holder of the Note secured by this Instrument”.


 


SUCCESSOR INTERESTS.
The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


NOTIFY US OF INACCURATE
INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information
about Borrower’s account(s) to a consumer reporting agency. Borrower’s written notice describing the specific inaccuracy(ies)
should be sent to Lender at the following address: CommerceWest Bank 2111 Business Center Drive, Suite 100 Irvine, CA 92612.


 


GENERAL PROVISIONS. If
any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any
of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this
Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint
and several.


 


PRIOR TO SIGNING THIS
NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY
OF THIS PROMISSORY NOTE.



 


BORROWER:


 


	 WPT ENTERPRISES INC	 
	 	 	 
	By:	/s/ Adam Pliska,	 
	 	CEO of WPT Enterprises Inc