Exhibit 10.2


 





 


NOTE


 


	Date
	04/15/2020
	Note
    Amount	$
    485,277.00
	Borrower	Esports
    Arena Las Vegas, LLC
	Lender	JPMorgan
    Chase Bank, N.A.


 


1.
PROMISE TO PAY.


 


Borrower
promises to pay to the order of Lender the Note Amount, plus interest on the unpaid principal balance at the Note Rate, and all
other amounts required by this Note.


 


2.
DEFINITIONS.


 


“CARES
Act” means the Coronavirus Aid, Relief, and Economic Security Act.


 


“Deferral Period” means the six month period
beginning on the date of this Note.


 


“Loan” means the loan evidenced by this Note.


 


“Maturity
Date” means twenty-four (24) months from the date of this Note.


 


“Note
Rate” means an interest rate of 0.98% Per Annum and interest shall accrue on the unpaid principal balance computed on the
basis of the actual number of days elapsed in a year of 360 days.


 


“Per
Annum” means for a year deemed to be comprised of 360 days.


 


“SBA”
means the Small Business Administration, an Agency of the United States of America.


 


3.
CONDITIONS PRECEDENT TO FUNDING OF LOAN.


 


Before
the funding of the Loan, the following conditions must be satisfied:


 


		A.	Lender
has approved the request for the Loan.



 


		B.	Lender
has received approval from SBA to fund the Loan.



 






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4.
PAYMENT TERMS.


 


Borrower
will pay this Note as follows:


 


		A.	No
Payments During Deferral Period. There shall be no payments due by Borrower during the Deferral Period.



 







		B.	Principal
                                         and Interest Payments. Commencing one month after the expiration of the Deferral Period,
                                         and continuing on the same day of each month thereafter until the Maturity Date, Borrower
                                         shall pay to Lender monthly payments of principal and interest, each in such equal amount
                                         required to fully amortize the principal amount outstanding on the Note on the last day
                                         of the Deferral Period by the Maturity Date.



 


		C.	Maturity
                                         Date. On the Maturity Date, Borrower shall pay to Lender any and all unpaid principal
                                         plus accrued and unpaid interest plus interest accrued during the Deferral Period. This
                                         Note will mature on the Maturity Date.



 


		D.	If
                                         any payment is due on a date for which there is no numerical equivalent in a particular
                                         calendar month then it shall be due on the last day of such month. If any payment is
                                         due on a day that is not a Business Day, the payment will be made on the next Business
                                         Day. The term “Business Day” means a day other than a Saturday, Sunday or any
                                         other day on which national banking associations are authorized to be closed.



 


		E.	Payments
                                         shall be allocated among principal and interest at the discretion of Lender unless otherwise
                                         agreed or required by applicable law. Notwithstanding, in the event the Loan, or any
                                         portion thereof, is forgiven pursuant to the Paycheck Protection Program under the federal
                                         CARES Act, the amount so forgiven shall be applied to principal.



 


		F.	Borrower
                                         may prepay this Note at any time without payment of any premium.



 


5.
CERTIFICATIONS.


 


Borrower
certifies as follows:


 


		A.	Current
                                         economic uncertainty makes this Loan necessary to support the ongoing operations of Borrower.



 


		B.	Loan
                                         funds will be used to retain workers and maintain payroll or make mortgage payments,
                                         lease payments, and utility payments.



 


		C.	During
                                         the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower has
                                         not and will not receive another loan under this program.



 


		D.	Borrower
was in operation on February 15, 2020 and (i) had employees for whom it paid salaries and payroll taxes, or (ii) paid independent
contractors as reported on a 1099-Misc.





 






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6.
AGREEMENTS.


 


Borrower
understands and agrees, and waives and releases Lender, as follows:


 


		A.	The
Loan would be made under the SBA’s Paycheck Protection Program. Accordingly, it must be submitted to and approved by the
SBA. There is limited funding available under the Paycheck Protection Program and so all applications submitted will not be approved
by the SBA.



 





		B.	Lender is
                                                                                                                                                                   participating in the Payroll Protection Program to help businesses impacted by the economic impact from COVID-19.
                                                                                                                                                                   However, Lender anticipates high volume and there may be processing delays and system failures along with other issues that
                                                                                                                                                                   interfere with submission of your application to SBA. Lender does not represent or guarantee that it will submit the
                                                                                                                                                                   application before SBA funding is no longer available or at all. You agree that Lender is not responsible or liable to you
                                                                                                                                                                   (i) if the application is not submitted to the SBA until after SBA stops approving applications, for any reason or (ii) if
                                                                                                                                                                   the application is not processed. You forever release and waive any claims against Lender concerning failure to obtain the
                                                                                                                                                                   Loan. This release and waiver applies to but is not limited to any claims concerning Lender’s (i) pace, manner or
                                                                                                                                                                   systems for processing or prioritizing applications, or (ii) representations by Lender regarding the application process, the
                                                                                                                                                                   Paycheck Protection Program, or availability of funding. This agreed to release and waiver supersedes any prior
                                                                                                                                                                   communications, understandings, agreements or communications on the issues set forth herein.



 


		C.	Forgiveness
                                         of the Loan is only available for principal that is used for the limited purposes that
                                         qualify for forgiveness under SBA requirements, and that to obtain forgiveness, Borrower
                                         must request it and must provide documentation in accordance with the SBA requirements,
                                         and certify that the amounts Borrower is requesting to be forgiven qualify under those
                                         requirements. Borrower also understands that Borrower shall remain responsible under
                                         the Loan for any amounts not forgiven, and that interest payable under the Loan will
                                         not be forgiven but that the SBA may pay the Loan interest on forgiven amounts.



 


		D.	Forgiveness
                                         is not automatic and Borrower must request it. Borrower is not relying on Lender for
                                         its understanding of the requirements for forgiveness such as eligible expenditures,
                                         necessary records/documentation, or possible reductions due to changes in number of employees
                                         or compensation. Rather Borrower will consult the SBA’s program materials.



 


		E.	The
                                         application for this Loan is subject to review and that Borrower may not receive the
                                         Loan. The Loan also remains subject to availability of funds under the SBA’s Payment
                                         Protection Program, and to the SBA issuing an SBA loan number.



 


7.
DEFAULT.


 


Borrower
is in default under this Note if Borrower:


 


		A.	Fails
                                         to make a payment when due under the Note or otherwise fails to comply with any provision
                                         of this Note.



 


		B.	Does
                                         not disclose, or anyone acting on its behalf does not disclose, any material fact to
                                         Lender or SBA.



 


		C.	Makes,
                                         or anyone acting on its behalf makes, a materially false or misleading representation,
                                         attestation or certification to Lender or SBA in connection with Borrower’s request
                                         for this Loan under the CARES Act, or makes a false certification under paragraph 5 of
                                         this Note.



 


		D.	Fails
                                         to comply with all of the provisions of this Note.



 


		E.	Becomes
                                         the subject of a proceeding under any bankruptcy or insolvency law, has a receiver or
                                         liquidator appointed for any part of its business or property, or makes an assignment
                                         for the benefit of creditors.



 





		F.	Reorganizes,
                                         merges, consolidates, or otherwise changes ownership or business structure without Lender’s
                                         prior written consent.



 


		G.	Becomes
                                         the subject of a civil or criminal action that Lender believes may materially affect
                                         Borrower’s ability to pay this Note.



 






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8.
LENDER’S RIGHTS IF THERE IS A DEFAULT.


 


Without
notice or demand and without giving up any of its rights, Lender may:


 


		A.	Require
                                         immediate payment of all amounts owing under this Note.



 


		B.	Collect
                                         all amounts owing from Borrower.



 


		C.	File
                                         suit and obtain judgment.



 


9.
LENDER’S GENERAL POWERS.


 


Without
notice or Borrower’s consent, Lender may incur expenses to collect amounts due under this Note and enforce the terms of this Note.
Among other things, the expenses may include reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand
immediate repayment from Borrower or add the expenses to the principal balance.


 


10.
GOVERNING LAW AND VENUE; WHEN FEDERAL LAW APPLIES.


 


When
SBA is the holder, this Note shall be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may
use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By
using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to
this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA,
or preempt federal law.


 


If
the SBA is not the holder, this Note shall be governed by and construed in accordance with the laws of the State of Ohio where
the main office of Lender is located. MATTERS REGARDING INTEREST TO BE CHARGED BY LENDER AND THE EXPORTATION OF INTEREST SHALL
BE GOVERNED BY FEDERAL LAW (INCLUDING WITHOUT LIMITATION 12 U.S.C. SECTIONS 85 AND 1831u) AND THE LAW OF THE STATE OF OHIO. Borrower
agrees that any legal action or proceeding with respect to any of its obligations under this Note may be brought by Lender in
any state or federal court located in the State of Ohio, as Lender in its sole discretion may elect. Borrower submits to and accepts
in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of those courts. Borrower waives any
claim that the State of Ohio is not a convenient forum or the proper venue for any such suit, action or proceeding. The extension
of credit that is the subject of this Note is being made by Lender in Ohio.


 


11.
SUCCESSORS AND ASSIGNS.


 


Under
this Note, Borrower includes its successors, and Lender includes its successors and assigns.


 






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12.
GENERAL PROVISIONS.


 


		A.	Borrower
                                         must sign all documents necessary at any time to comply with the Loan.



 


		B.	Borrower’s
                                         execution of this Note has been duly authorized by all necessary actions of its governing
                                         body. The person signing this Note is duly authorized to do so on behalf of Borrower.



 


		C.	This
                                         Note shall not be governed by any existing or future credit agreement or loan agreement
                                         with Lender. The liabilities guaranteed pursuant to any existing or future guaranty in
                                         favor of Lender shall not include this Note. The liabilities secured by any existing
                                         or future security instrument in favor Lender shall not include this Note.



 


		D.	Lender
                                         may exercise any of its rights separately or together, as many times and in any order
                                         it chooses. Lender may delay or forgo enforcing any of its rights without giving up any
                                         of them.



 


		E.	Borrower
                                         may not use an oral statement of Lender or SBA to contradict or alter the written terms
                                         of this Note.



 


		F.	If
                                         any part of this Note is unenforceable, all other parts remain in effect.



 


		G.	To
                                         the extent allowed by law, Borrower waives all demands and notices in connection with
                                         this Note, including presentment, demand, protest, and notice of dishonor.



 


		H.	Borrower’s
                                         liability under this Note will continue with respect to any amounts SBA may pay Bank
                                         based on an SBA guarantee of this Note. Any agreement with Bank under which SBA may guarantee
                                         this Note does not create any third party rights or benefits for Borrower and, if SBA
                                         pays Bank under such an agreement, SBA or Bank may then seek recovery from Borrower of
                                         amounts paid by SBA.



 


		I.	Lender
                                         reserves the right to modify the Note Amount based on documentation received from Borrower.



 






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13.
ELECTRONIC SIGNATURES.


 


Borrower’s
electronic signature shall have the same force and effect as an original signature and shall be deemed (i) to be “written”
or “in writing” or an “electronic record”, (ii) to have been signed and (iii) to constitute a record established
and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper
copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding,
will be admissible as between the parties to the same extent and under the same conditions as other original business records
created and maintained in documentary form.


 


14. BORROWER’S
NAME AND SIGNATURE:


 



 Borrower: Esports Arena Las Vegas, LLC


 


	By:	/s/ Judson Hannigan	 



 


	Printed Name:	Judson Hannigan	 



 


	Title:	Director	 



 


	Date Signed:	4/15/2020	 




 


 


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