Exhibit 10.2


 


LOAN AGREEMENT


(for Unsecured Credit Facility)
among


 


GAMING TECHNOLOGIES, INC. a
Delaware corporation, as Borrower,


 


 


and


 


 


 


as Lender


 


Dated as of


April 26, 2022


 


 


 


 


 


 


 


 


 






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This LOAN
AGREEMENT (for Unsecured Credit Facility), dated as of April 26, 2022 (as amended, restated, supplemented or otherwise modified from
time to time, this “Agreement”), is entered into by and among Gaming Technologies, Inc. a Delaware corporation
(the “Borrower”), on the one hand, and ___________________, on the other hand (the “Lender”).
Collectively, the Borrower and the Lender shall be referred to as the “Parties.”


 


WHEREAS,
Borrower has requested that Lender provide Borrower with a term loan in an amount of up to the Maximum Commitment Amount (as defined below),
and with an immediate borrowing of SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN DOLLARS


($55,556.00) (the “Term Loan Advance”),
the proceeds of which shall be used by Borrower for the Approved Use of Loan Proceeds only;


 


WHEREAS,
Lender is willing to provide Borrower with this Unsecured Credit Facility upon the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged,
Borrower, and Lender hereby agree as follows:


 


ARTICLE I


LOAN, PAYMENTS AND INTEREST


 


		1.1	The Loan and Maximum Commitment Amount



 


(a)               
Subject to the provisions of this Agreement, on April 26, 2022 (the “Closing Date”),
Lender agrees to make the Term Loan Advance to Borrower, less a fee equal to ten percent (10%) of each Advance (each, an “Origination
Fee”).


 


(b)                Subject
to the provisions of this Agreement, after the Closing Date, Lender may make one or more additional advances to Borrower, until
total of TWO HUNDRED SEVETY-SEVEN THOUSAND SEVEN HUNDRED SEVENTY-EIGHT DOLLARS ($277,778.00) (the “Maximum Commitment
Amount”) is owed to Lender. All amounts borrowed hereunder shall become due and payable upon the earlier of (a) October
26, 2022 or (b) a Capital Event (as defined below) (collectively, the “Final Maturity Date“). Any borrowing
under, and advance of the Loan (the “Advance “), may be made by written request of Borrower provided that: (i)
Borrower is not in Default under the Agreement, (ii) such requested Advance is not less than TEN THOUSAND DOLLARS ($10,000.00),
(iii) such amount does not exceed an amount equal to the Maximum Commitment Amount reduced by the aggregate outstanding principal
balance of the Term Loan Advance and each additional Advance made by Lender pursuant to the terms hereof, and all obligations
related thereto (the “Loan “ and the “Loan Balance” respectively), provided further
that, (i) Lender shall receive the Origination Fee from each said Advance; and (ii) that under no circumstances shall the
aggregate outstanding principal amount for all Advances made hereunder exceed the Maximum Commitment Amount. “Capital
Event” shall mean (a) any transaction in which the Borrower, or any subsidiary of the Borrower, or any joint venture
directly or indirectly owned by the Borrower: (i) refinances or incurs any indebtedness exceeding $100,000 in the aggregate of all
such transactions, (ii) sells, transfers or otherwise disposes (including pursuant to a sale-leaseback transaction) of any property
or asset (including securities) other than in the ordinary course of business, (iii) forms a joint venture, or (iv) issues private
or public equity, stock or other financial instrument for cash consideration exceeding $100,000 in the aggregate of all such
transactions; (b) any casualty or other insured damage exceeding $100,000 to, or any taking under power of eminent domain or by
condemnation or similar proceeding of, any property or asset of the Borrower, or any Subsidiary of the Borrower, or any joint
venture directly or indirectly owned by the Borrower; or (c) any other transaction entered into for the purposes of generating cash
to recapitalize the Borrower’s balance sheet.


 


 


 






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(c)               
Evidence of Loan; Promissory Note. The Term Loan Advance made by Lender to Borrower is evidenced
by that certain Subordinated Promissory Note dated as of April 26, 2022, as may be amended, restated, amended and restated, supplemented
or otherwise modified from time to time, with each Advance made by Lender, is incorporated herein and shall be made using the form attached
hereto as Exhibit A (the “Note”). Lender shall record in its records the date and amount of each Advance
made hereunder, each repayment thereof, and other information it deems appropriate. The aggregate unpaid principal amount so recorded
by Lender shall be presumptive evidence of the Loan Balance. The failure to so record any such information or any error in so recording
any such information shall not, however, limit or otherwise affect the actual Obligations of Borrower hereunder or under the Note, if
any, to repay the outstanding principal amount of the Loan, together with all interest accruing thereon, as set forth in this Agreement.


 


(d)               
Payment of the Loan. Borrower shall repay the Loan pursuant to and in accordance with the
terms of this Agreement and the Note. The Loan Balance shall be due and payable in full, if not earlier in accordance with this Agreement,
on the Final Maturity Date. All other amounts outstanding under the Loan and all other obligations, including, without limitation, the
Loan Balance, accrued interest, all applicable fees, charges and expenses and/or all amounts paid or advanced by Lender on behalf of or
for the benefit of Borrower for any reason at any time, under the Loan shall be due and payable in full, if not earlier in accordance
with this Agreement, on the Final Maturity Date.


 


(e)               
Increase in Maximum Commitment Amount. At any time prior to the Final Maturity Date, upon
the written request from Borrower for an increase in the Maximum Commitment Amount, Lender, in its sole discretion may increase the Maximum
Commitment Amount.


 


		1.2	Interest on the Loan



 


(a)               
Borrower agrees to pay accrued interest to Lender in respect of the Loan Balance, on the Final Maturity
Date. Interest shall accrue on the Loan at a rate per annum equal to the lesser of (i) ten percent (10%) per annum (the “Applicable
Rate”) and (ii) the highest lawful and non-usurious rate of interest applicable to the Loan, that at any time or from time to
time may be contracted for, taken, reserved, charged, or received on the Loan and the Obligations under the laws of the United States
and the laws of such states as may be applicable thereto (the “Maximum Rate”). If Lender is prevented from charging
or collecting interest at the Applicable Rate, then, to the extent permitted by law, the interest rate shall continue to be the Maximum
Rate, until such time as Lender has charged and collected the full amount of interest that would be chargeable and collectable if interest
at the Applicable Rate had always been lawfully chargeable and collectible.


 


(b)                The
interest accrued and due on the Loan Balance outstanding shall equal( i) the product of (x) the actual number of days elapsed during
the related accrual period, (y) the lesser of (a) the Applicable Rate and (b) the Maximum Rate, and (z) the principal Loan Balance
during the related accrual period, and divided by (ii) 360.


 


		1.3	Payments



 


(a)               
On the Final Maturity Date, Borrower shall pay to Lender in full, the Loan Balance, plus all accrued
and unpaid interest.


 


(b)               
Borrower absolutely and unconditionally promise to pay, when due and payable pursuant hereto, principal,
interest and all other amounts and obligations payable, hereunder or under any other Loan Document, without any right of rescission and
without any deduction whatsoever, including any deduction for set-off, recoupment or counterclaim. Except as expressly provided for herein,
Borrower hereby waives setoff, recoupment, demand, presentment, protest, and all notices and demands of any description, and the pleading
of any statute of limitations as a defense to any demand under this Agreement and any other Loan Document, all to the extent permitted
by law. (“Loan Documents” means, collectively and each individually, this Agreement, any Notes, and all other agreements,
documents, instruments and certificates heretofore or hereafter executed or delivered to Lender in connection with any of the foregoing
or the Loan, as the same may be amended, modified or supplemented from time to time).


 


 


 






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		1.4	Mandatory Prepayments



 


In addition to and without limiting any provision of any
Loan Documents:


 


(a)               
If a Change of Control (as defined below) of Borrower occurs, then on or prior to the fifth Business
Day following the date of such Change of Control, Borrower shall prepay the Loan and all other obligations (other than, indemnity obligations
under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then
pending) in full in cash together with (i) accrued interest thereon to the date of such prepayment, (ii) all other amounts owing to Lender
under the Loan Documents, (iii) an amount equal to the difference between (x) the aggregate amount of interest that would have been due
to Lender, for the period from and after the Closing Date to and including the Final Maturity Date based upon the principal amount outstanding
immediately prior to and the Applicable Rate in effect as of the date of such prepayment, less (y) the amount of interest actually paid
to Lender prior to the date of such prepayment.


 


(b)                “Change
of Control” means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) other than a group including Jason
Drummond of effective control (whether through legal or beneficial ownership of capital stock of the Borrower, by contract or
otherwise) of in excess of 50% of the voting securities of the Borrower, or (ii) the Borrower merges into or consolidates with any
other Person, or any Person merges into or consolidates with the Borrower and, after giving effect to such transaction, the
stockholders of the Borrower immediately prior to such transaction own less than 50% of the aggregate voting power of the Borrower
or the successor entity of such transaction, or (iii) the Borrower sells or transfers all or substantially all of its assets to
another Person and the stockholders of the Borrower immediately prior to such transaction own less than 50% of the aggregate voting
power of the acquiring entity immediately after the transaction, (iv) a replacement at one time or within a three year period of
more than one-half of the members of the Borrower’s board of directors or Members which is not approved by a majority of those
individuals who are members of the board of directors or Members on the date hereof (or by those individuals who are serving as
members of the board of directors or Members on any date whose nomination to the board of directors or Members was approved by a
majority of the members of the board of directors Members who are members on the date hereof), or (v) Jason Drummond Page 2 of 47
shall no longer be employed by the Borrower as Chief Executive Officer on a full time basis or Darin Oliver shall no longer be
employed by the Borrower as Head of Corporate and Regulatory Strategy, or (vi) the execution by the Borrower of an agreement to
which the Borrower is a party or by which it is bound, providing for any of the events set forth above in (i) through (vi)
above


 


1.5          
Subordination; Intercreditor Agreement. Notwithstanding anything in this Agreement, the Note any other Loan Document to the contrary,
this Agreement, the Note and the other Loan Documents, and the rights of the Lender hereunder and thereunder, are subject to, and are
modified to the extent provided in, the Intercreditor Agreement of even date herewith (the “Intercreditor Agreement”) among
the Borrower, the Lender and Puritan Partners LLC (“Puritan”).


 


 


 


 






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CONDITIONS PRECEDENT Conditions
to Closing


 


(a)               
As of the Closing Date, the obligations of Lender to consummate the transactions contemplated herein
are subject to the satisfaction (or waiver), in the sole judgment of Lender, of the following:


 


(i)              Borrower shall have delivered to Lender the Loan Documents to which it or any Affiliate of Borrower is a party, each duly executed
by an authorized officer of such Borrower and the other parties thereto;


 


(ii)             all
in form and substance satisfactory to Lender in its sole discretion, Lender shall have received each document;


 


(iii)           
such other documents and items as Lender deems necessary in its reasonable discretion.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES; COVENANTS


 


3.1        Borrower represents, warrants and covenants with respect to itself, as of the Closing Date, and as of each day that any Obligations
are owed by Borrower under the Loan Documents as follows:


 


(a)               Organization
and Authority. Such Borrower is duly organized, validly existing and in good standing under the laws of its state of
organization. Such Borrower (a) has all requisite power and authority to own its properties and assets and to carry on its business
as now being conducted and as contemplated in the Loan Documents, and (b) is duly qualified to do business in the jurisdictions it
conducts business in, which are all of the jurisdictions in which failure to so qualify could reasonably be likely to have or result
in a material impact or would impairs the rights and remedies of Lender under the Loan Documents. Such Borrower has all requisite
power and authority (i) to execute, deliver and perform the Loan Documents to which it is a party, and (ii) to consummate the
transactions contemplated under the Loan Documents to which it is a party. Such Borrower has all requisite power and authority to
borrow hereunder. Such Borrower is not an “investment company” registered or required to be registered under the
Investment Company Act of 1940, as amended, nor controlled by such an “investment company.” No transaction contemplated
in this Agreement or the other Loan Documents requires compliance with any bulk sales act or similar law.


 


(b)               Loan
Documents. The execution, delivery and performance by Borrower of the Loan Documents to which Borrower is a party, and the
consummation by Borrower of the transactions contemplated thereby, (a) have been duly authorized by all requisite action of Borrower
and have been duly executed and delivered by Borrower; (b) do not violate any provisions of (i) any applicable law or, order of any
governmental authority binding on Borrower or any of their properties in any material respect, or (ii) the operating agreement
and/or shareholder agreement (or any other equivalent governing agreement or document) of Borrower, or any agreement between such
Borrower and their equity owners or among any such equity owners; (c)  are
not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or
circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of
default under, any indenture, agreement or other instrument to which Borrower is a party; (d) do not require the consent, approval
or authorization of, or filing, registration or qualification with, any governmental authority or any other person that has not been
obtained. When executed and delivered, each of the Loan Documents will constitute the legal, valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium,
insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect
of general principles of equity (whether in a proceeding at law or in equity).


 


 


 


 






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(c) Compliance
with Law; License and Permits. Borrower (a) are in compliance with all applicable laws, and (b) is not in violation of any order of
any governmental authority or other board or tribunal. Borrower is in compliance with and has all permits, licenses, and permission necessary
or required by applicable law or any governmental authority for the operation of their respective business as presently conducted and
as proposed to be conducted.


 


3.2        Borrower covenants and agrees that, unless otherwise consented to by Lender in writing in its discretion, until full performance
and satisfaction, and indefeasible payment in full in cash, of the Loan and all the obligations arising out of the Loan Documents (other
than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or for which any events or claims that
would give rise thereto are not then pending) and termination of this Agreement:


 


(a)              
Indebtedness. Borrower shall not create, incur, assume or suffer to exist any indebtedness, except (i) Indebtedness under
the Loan Documents, (ii) the indebtedness of the Borrower to Puritan and is successors and assigns referred to in the Intercreditor Agreement,
(iii)


the 10% Original Issue Discount Promissory
Note in the principal amount of $277,777.78 issued by the Borrower to Ernest W. Moody Revocable Trust on April 7, 2022, and (iv) lease
obligations and purchase money indebtedness of up to $100,000, in the aggregate, incurred in connection with the acquisition of capital
assets and lease obligations with respect to newly acquired or leased assets.


 


3.3        Survival.
Borrower hereby makes the representations, warranties, and covenants, made by it herein with the knowledge and intention that Lender
is relying and will rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement,
the Closing Date, and the Final Maturity Date.


 


3.4        Distributions;
Transfers and Compensation Borrower shall not transfer funds or make payments to affiliates or common controlled entities, except
for (i) funds transferred or paid for transactions conducted in the ordinary course of business and on an arms-length basis, or (ii)
in accordance with this Loan Agreement.


 


3.5        Further
Assurance. Borrower shall from time to time execute and deliver to Lender such other documents and shall take such other actions
as may be reasonably requested by Lender in order to implement or effectuate the provisions of, or more fully perfect the rights granted
or intended to be granted by Borrower to Lender pursuant to the terms of, this Agreement and the Loan Documents.


 


ARTICLE
IV.


EVENTS OF DEFAULT


 


4.1        The occurrence of any one or more of the following shall constitute an “Event of Default”:


 


(a)               
Failure by the Borrower to pay any amount on the Loan or any obligations pursuant to the Loan Documents
within five (5) business days following the due date thereof (in all cases, whether, at maturity, by reason of acceleration, by notice
of intention to prepay, by required payment or prepayment or otherwise required under the Loan Documents); or


 


(b)               
any representation, statement or warranty made or deemed made by Borrower in any Loan Document or
in any other certificate, document, or report delivered in conjunction with any Loan Document to which it is a party, shall not be true
and correct in all material respects or shall have been false or misleading in any respect on the date when made or deemed to have been
made; or


 


 


 






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(c)               
Borrower, or any other party hereto, other than Lender, shall be in violation, breach or default
of, or shall fail to perform, observe or comply with any covenant, obligation, or agreement of it set forth in this Agreement, and such
violation, breach or failure shall continue or not be cured within a period of thirty (30) calendar days after written notice of such
violation (email shall suffice), breach or default shall be given by Lender; or


 


(d)               
(i) any of the Loan Documents ceases to be in full force and effect (other than in accordance with
its terms); or


 


(e)               
one or more judgments or decrees is rendered against a Borrower, Guarantor or in an amount in excess
of $150,000 individually or $300,000 in the aggregate (excluding judgments to the extent covered by insurance of such Person), which is/are
not bonded pending appeal, satisfied, stayed, vacated or discharged of record within ninety (90) calendar days of being rendered; or


 


(f)                
Borrower shall (i) be unable to pay its debts generally as they become due, or file a voluntary petition
under any insolvency statute, (ii) make a general assignment for the benefit of its creditors, (iii) commence a proceeding for the appointment
of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property or shall otherwise
be dissolved or liquidated, or (iv) file a petition seeking reorganization or liquidation or similar relief under any debtor relief law
or any other applicable law;


 


(g)               
(i) a court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian,
receiver, trustee, liquidator or conservator of Borrower or the whole or any substantial part of the properties of Borrower, which shall
continue unstayed and in effect for a period of sixty (60) calendar days, (B) shall approve a petition filed against Borrower seeking
reorganization, liquidation or similar relief under the any debtor relief law or any other applicable law, which is not dismissed within
sixty (60) calendar days or, (C) under the provisions of any debtor relief law or other applicable law, assume custody or control of Borrower
or of the whole or any substantial part of the properties of Borrower, which is not irrevocably relinquished within sixty (60) calendar
days, or (ii) there is commenced against a Borrower any proceeding or petition seeking reorganization, liquidation or similar relief under
any debtor relief law or any other applicable law, which (A) is not unconditionally dismissed within sixty (60) calendar days after the
date of commencement, or (B) is with respect to which Borrower takes any action to indicate its approval of or consent;


 


(h)               
(i) any Change of Control of the Borrower occurs, or (ii) Borrower cease any material portion of
their business operations as conducted at the Closing Date, absent Lender’s written consent.


 


4.2          Upon
Event of Default. If such Event of Default has occurred or is then continuing the Loan (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents shall, at Lender’s option, immediately become due and payable and
the following actions may be taken with five (5) business days’ notice to Borrower: (i) terminate Lender’s obligations hereunder
and/or the Maximum Commitment Amount, whereupon the same shall immediately terminate, (ii) the Lender may exercise all rights and remedies
available to it under the any Loan Document; (iii) declare all or any of the Loan and/or Notes, all accrued interest thereon and all
other obligations to be due and payable immediately; and (iv) commence a suit, action, or proceeding relating to this Agreement or any
other Loan Document or the enforcement of its rights hereunder or thereunder.


 


 4.3          Additional Rights and Remedies.




 


(a)                In
addition to the acceleration provisions set forth in above, upon the occurrence and continuation of an Event of Default, Lender
shall have the right to the full extent permitted by applicable law exercise any and all rights, options and remedies provided for
in any Loan Document, or at law or in equity, including, without limitation, the right to (i) apply any property of Borrower held by
Lender to reduce the Loan and all obligations owed pursuant to the Loan Documents, and/or (ii) reduce or otherwise change the
Maximum Commitment Amount and/or any component of the Maximum Commitment Amount. Notwithstanding any provision of any Loan Document,
Lender, in its sole discretion, shall have the right, at any time that Borrower fail to do so after an Event of Default, without
prior notice, to pay for the performance of any of the obligations;. Such expenses and advances shall be deemed Advances hereunder
and shall be added to the Loan Balance and obligations pursuant to the Loan Documents until reimbursed to Lender, and such payments
by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender.


 


 


 


 






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4.4           Rights
and Remedies not Exclusive. Lender shall have the right in its sole discretion to determine which rights and/or remedies Lender may
at any time pursue, relinquish, subordinate or modify, and such determination will not in any way modify or affect any of Lender’s
rights or remedies under any Loan Document, applicable law or equity. The enumeration of any rights and remedies in any Loan Document
is not intended to be exhaustive, and all rights and remedies of Lender described in any Loan Document are cumulative and are not alternative
to or exclusive of any other rights or remedies which Lender otherwise may have. The partial or complete exercise of any right or remedy
shall not preclude any other further exercise of such or any other right or remedy.


 


ARTICLE
V.


MISCELLANEOUS


 


 5.1          Governing Law; Jurisdiction; Service of Process; Venue.




 


(A)             
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 


(b)               
BY EXECUTION AND DELIVERY OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEVADA AND OF THE UNITED
STATES DISTRICT COURT IN NEVADA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF A JUDGMENT ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


(c)               
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY
DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION 5.1. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


5.2          Jury Waiver. EACH OF THE PARTIES HERETO HEREBY (i) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (1) ANY LOAN DOCUMENT; OR (2) ANY CONDUCT, ACTS OR OMISSIONS
UNDER ANY LOAN DOCUMENT OF BORROWER OR LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES,
IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, AND (ii) AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION
UNDER ANY LOAN DOCUMENT SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. EACH OF THE PARTIES ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


 


 






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 5.3          Successors and Assigns; Assignments and Participations.




 


(a)               
Borrower Assignment. Borrower shall not assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of Lender.


 


(b)               
Lender Assignments and Participations. Lender may assign to one or more persons all or a portion
of its rights and obligations under this Agreement, the Notes and the other Loan Documents, including without limitation any participation
in the Loan hereunder.


 


5.4          Notice.
Except as otherwise provided herein, all notices and other communications hereunder to any party shall be in writing and sent by
certified or registered mail, return receipt requested, by overnight delivery service, with all charges prepaid, by hand delivery, or
by Electronic Transmission, to such party’s address set forth beneath its signature on the signature page to this Agreement, or
at such other address as such party may hereafter specify in a notice given in the manner required under this Section 5.4. All
such notices and correspondence shall be deemed effective: (i) if delivered personally, at the time of delivery to the address specified
in this paragraph; (ii) if given by mail, on the fifth business day following the time of mailing in the manner aforesaid; or (iii) if
sent by overnight courier, on the first business day following delivery to said courier, provided that notices to the Lender shall not
be effective until actually received.


 


5.5          Severability;
Captions; Counterparts; Delivery of Signatures In case any provision in or obligation under this Agreement, the Notes or any
other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected
or impaired thereby. The captions in the Loan Documents are intended for convenience and reference only and shall not affect the
meaning or interpretation of the Loan Documents. This Agreement and any waiver or amendment hereto may be executed in counterparts
and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. This Agreement and each of the other Loan Documents may be executed and
delivered by Electronic Transmission, all with the same force and effect as if the same was a fully executed and delivered original
manual counterpart. Delivery of an executed signature page of this Agreement and each of the other Loan Documents by electronic
transmission shall be as effective as delivery of a manually executed counterpart hereof.


 


5.6          Expenses. Borrower shall pay all reasonable fees, costs and expenses incurred or earned by Lender, in connection with (a) any
effort to enforce, protect or collect payment of any Loan Balance or obligation or to enforce any Loan Document or any related agreement,
document or instrument, or (b) defending or prosecuting any actions, claims or proceedings arising out of or relating to Lender’s
transactions with Borrower. All of the foregoing shall be charged to Borrower’ account and shall be part of the Loan.


 


5.7          Entire
Agreement. This Agreement and the other Loan Documents to which Borrower are a party constitute the entire agreement among Borrower,
and Lender with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, if any, relating
to the subject matter hereof or thereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter
made shall have no force and effect unless in writing signed by the Parties hereto. Except as set forth herein, no provision of any Loan
Document may be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated orally or by any course
of dealing or in any other manner other than by an agreement in writing signed by Borrower, Lender and the other parties thereto. Each
party hereto acknowledges that it has been advised by counsel in connection with the negotiation and execution of this Agreement and
is not relying upon oral representations or statements inconsistent with the terms and provisions hereof. The schedules attached hereto
may be amended or supplemented by Borrower upon delivery to Lender of such amendments or supplements and, except as expressly provided
otherwise in this Agreement, the written approval thereof by Lender.


 


 


 






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5.8          Amendment
and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by
Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and Lender, and then such
amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


 


 


 


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IN WITNESS WHEREOF, each of the parties
has duly executed this Loan Agreement as of the date first written above.


 


 


 


	 	LENDER:
	 	 
	 	 
	 	By: _________________________
	 	Name:
	 	Title:
	 	 
	 	 
	 	Address:
	 	Attn:
	 	 
	 	 
	 	BORROWER:
	 	 
	 	Gaming Technologies, Inc. a Delaware corporation,


	 	 
	 	 
	 	By: _________________________
	 	Name:
	 	Title:
	 	 
	 	Address:
	 	Attn:






 


 


 






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