8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 7, 2022

GAMING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-249998	35-2675083
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Two Summerlin

Las Vegas, NV 89135, USA

(Address of principal executive offices, and zip code)

+1-347-983-1227

(Registrant's telephone number, including area code)

____________________________ 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously reported, Gaming Technologies, Inc. (the “Company”) entered into a securities purchase agreement dated December 1, 2020 (the “2020 Purchase Agreement”) and a securities purchase agreement dated as of February 3, 3021 (the “2021 Purchase Agreement” and together with the 2020 Purchase Agreement, the “Purchase Agreements”) with an accredited investor for the sale of the Company’s common stock at a price of $2.50 per share. On April 7, 2022, the Company and the investor entered into an amendment to the Purchase Agreements (the “Amendment”), and the Company issued to the investor a subordinated 10% Original Issue Discount Promissory Note in the principal amount of $277,777.78 (the “Subordinated Note”) and received gross proceeds of $250,000.

Pursuant to the Amendment, the provisions in the Purchase Agreements for an adjustment due to price based dilution, which had expired by their terms, were extended, such that if, at any time until the earlier of (a) October 6, 2022, or (b) the day after the date on which the Company issues or sells shares of common stock or common stock equivalents, except for certain exempt issuances as described in the Purchase Agreements, at a price below $2.50 per share (as adjusted for stock splits), then the Company will deliver to the investor that number of restricted shares of common stock equal to the difference between the number of shares purchased by the investor pursuant to such Purchase Agreement and the number of shares of common stock the investor would have received for the investor’s original subscription amount (an aggregate of $2,000,000) at the dilutive issuance price.

The Subordinated Note. The principal amount of the Subordinated Note is $277,777.78, and the Company received gross proceeds of $250,000 after giving effect to the original issue discount of 10%. The Subordinated Note is unsecured, bears interest at a rate of 10% per year (the “Interest Rate”), and matures on the earlier of (i) 12 months from issuance or (ii) the closing of a Qualified Offering, subject to earlier pre-payment as provided in the Subordinated Note. “Qualified Offering” is an equity or equity-linked financing for the account of the Company or any of its subsidiaries or debt financing that results in cumulative aggregate proceeds to the Company of at least $8,000,000.

Subject to the Intercreditor Agreement described below, the Company will have the right at any time to prepay in cash all or a portion of the Subordinated Note of the principal amount thereof plus any unpaid accrued interest to the date of repayment. Upon an Event of Default (as defined therein) interest shall accrue at the Interest Rate plus 2% and the principal and interest through maturity shall be due and payable.

Intercreditor Agreement. In connection with issuing the Subordinated Note, the Company, the Subordinated Note holder and the holder of the Company’s $1,666,666.67 10% Original Discount Senior Secured Convertible Note issued in November 2021 (the “Senior Note”) entered into a Intercreditor Agreement (the “Intercreditor Agreement”), pursuant to which the Subordinated Note holder agreed to fully subordinate its rights under the Subordinated Note to the Senior Note and related agreements, as described more fully in the Intercreditor Agreement.

The descriptions above of the Amendment, the Subordinated Note and Intercreditor Agreement do not purport to be complete and are qualified in their entirety by reference to the complete texts of the Amendment, the Junior Note and the Intercreditor Agreement, each of which is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this current report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Information concerning the Company’s issuance of the Subordinated Note as set forth in Item 1.01 above is incorporated herein to this Item 2.03 by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of Amendment to Securities Purchase Agreements
10.2	Form of Subordinated Note
10.3	Form of Intercreditor Agreement
104	Cover Page Interactive Data File (formatted in iXBRL)

_____________________

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GAMING TECHNOLOGIES, INC.
Dated: April 14, 2022	By:	/s/ Jason Drummond
	Name:	Jason Drummond
	Title:	CEO

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EX-10.1

Exhibit 10.1

AMENDMENT TO

SECURITIES PURCHASE AGREEMENTS

This Amendment to Securities Purchase Agreements (this “Amendment”) is dated as of April 6, 2022, between Gaming Technologies, Inc. (f.k.a. Dito, Inc.), a Delaware corporation (the “Company”), and _________________________ (the “Purchaser”).

WHEREAS, the Company and the Purchaser entered into (a) a Securities Purchase Agreement dated as of December 1, 2020 (the “2020 SPA”), and (b) a Securities Purchase Agreement dated as of February 3, 2021 (the “2021 SPA” and together with the 2020 SPA, the “SPAs”), each relating to the purchase by the Purchaser of shares of the Company’s Common Stock (as defined therein) in the amounts and on the terms and conditions provided therein and in the other Transaction Documents (as defined therein); and

WHEREAS, as of the date of this Amendment the Company and the Purchaser are entering into (a) a Loan and Security Agreement and (b) a Promissory Note, pursuant to which the Purchaser will make certain loans to the Company on the terms and conditions provided therein; and

WHEREAS, the Company and the Purchaser desire to make certain amendments to each of the SPAs and to make certain other agreements as provided herein;

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

1.  A new Section 4.14 is hereby added to the 2020 SPA to read as follows:

4.14        Adjustment Due to Price Based Dilution. If, at any time until the earlier of (a) October 6, 2022, (b) the day after the date on which the Company completes an underwritten public offing of shares of Common Stock, the Company issues or sells shares of Common Stock or Common Stock Equivalents other than an Exempt Issuance, for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) (the “Dilutive Issuance Price”) less than the Per Share Purchase Price (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Company will deliver to the Purchaser that number of restricted shares of Common Stock equal to the difference between the number of Shares purchased by the Purchaser pursuant to this Agreement and the number of shares of Common Stock the Purchaser would have received for the Purchaser’s Subscription Amount at the Dilutive Issuance Price. By way of example only, if the Purchaser purchased 600,000 shares at $2.50 per share and the Company subsequently issued shares of Common Stock (other than in an Exempt Issuance) at $1.25 per share, then the Company would deliver to the Purchaser an additional 1,000,000 shares of Common Stock, without restrictive legend. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options or other equity awards to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) shares of Common Stock or Common Stock Equivalents issued directly to vendors or suppliers of the Company in satisfaction of amounts owed to such vendors or suppliers (provided, however, that such vendors or suppliers shall represent that they do not have an arrangement to transfer, sell or assign such securities prior to the issuance of such securities) and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the period set forth in the first sentence of this Section), and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

2.	Section 4.14 of each of the 2021 SPA is hereby amended to delete the words “during the 12 months following the sale of the Shares” in the first sentence and substituting therefor the words “until the earlier of (a) October 6, 2022, (b) the day after the date on which the Company completes an underwritten public offing of shares of Common Stock.”
3.	The Purchaser agrees to execute a lock-up or market standoff agreement covering the securities of the Company held or acquired by the Purchaser with the underwriter(s) of the Company’s first underwritten public offing of shares of its common stock (a “UPO”) after the date of this Amendment, in customary form reasonably acceptable to the underwriter(s), for a term specified by the underwriter(s), not to exceed 180 days after the closing of the UPO,
4.	All questions concerning the construction, validity, enforcement and interpretation of this Amendments shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
5.	This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

GAMING TECHNOLOGIES, INC.     By: __________________________ Name: Title: [PURCHASER]     By: _____________________________ Name: Title:

EX-10.2

Exhibit 10.2

NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, THIS NOTE AND THE RIGHTS OF THE NOTEHOLDER HEREUNDER ARE SUBJECT TO, AND ARE MODIFIED TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH AMONG THE BORROWER, THE NOTEHOLDER AND PURITAN PARTNERS LLC.

10% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

$277,777.78 Las Vegas, Nevada April 7, 2022

FOR VALUE RECEIVED, Gaming Technologies, Inc., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the order of ______________________ (the “Noteholder”) the principal amount of TWO HUNDRED SEVENTY-SEVEN THOUSAND SEVEN HUNDRED SEVENTY-SEVEN AND 78/100 DOLLARS ($277,777.78) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”). This Note is being issued with an original issue discount of 10% (proceeds of the Loan to the Borrower are $250,000.00).

1. Payment Dates.

(a)Payment Date. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the earlier of (i) April 7, 2023, or (ii) the closing of a Qualified Offering, subject to earlier pre-payment as provided below.

(b)“Qualified Offering” means an (i) equity or equity-linked financing by the Borrower or any of its subsidiaries in which shares of common stock, or securities, directly or indirectly, convertible into or exchangeable or exercisable for shares of common stock are issued or (ii) debt financing (not otherwise covered in clause (i), ion either case which financing results in cumulative aggregate proceeds to the Borrower of at least $8,000,000.

(c)Optional Prepayment. The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

2. Interest.

(a)Interest Rate. Except as provided in Section 2(b), principal amounts outstanding under this Note shall bear interest at a rate per annum (the “Interest Rate”) equal to ten percent (10.0%).

(b)Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Interest Rate plus two percent (2.0%) (the “Default Rate”).

(c)Computation of Interest. All computations of interest hereunder shall be made on the basis of a year of 360 days, and the actual number of days elapsed. Interest shall begin to accrue on the Loan on the date of this Note. On any portion of the Loan that is repaid, interest shall not accrue on the date on which such payment is made.

(a)Interest Rate Limitation. If at any time the interest rate payable on the Loan shall exceed the maximum rate of interest permitted under applicable law, such interest rate shall be reduced automatically to the maximum rate permitted.

3. Payment Mechanics.

(a)Manner of Payment. All payments of principal and interest shall be made in US dollars no later than 4:00 PM Las Vegas time on the date on which such payment is due. Such payments shall be made by cashier’s check, certified check or wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder in writing to the Borrower from time to time.

(b)Application of Payments. All payments shall be applied, first, to fees or charges outstanding under this Note, second, to accrued interest, and, third, to principal outstanding under this Note.

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(c)Business Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and interest shall be calculated to include such extension. “Business Day” means a day other than Saturday, Sunday, or other day on which commercial banks in Las Vegas, Nevada, are authorized or required by law to close.

(d)Evidence of Debt. The Borrower authorizes the Noteholder to record on the grid attached as Exhibit A the date and amount of each payment or prepayment of the Loan. No failure to make any such record, nor any errors in making any such records, shall affect the validity of the Borrower’s obligation to repay the unpaid principal of the Loan with interest in accordance with the terms of this Note.

4. Representations and Warranties. The Borrower represents and warrants to the Noteholder as follows:

(a)Existence. The Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its organization. The Borrower has the requisite power and authority to own, lease, and operate its property, and to carry on its business.

(b)Compliance with Law. The Borrower is in compliance with all laws, statutes, ordinances, rules, and regulations applicable to or binding on the Borrower, its property, and business.

(c)Power and Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note.

(d)Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered this Note.

5. Events of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default” hereunder:

(a)Failure to Pay. The Borrower fails to pay (i) any principal amount of the Loan when due; (ii) any interest on the Loan within ten (10) days after the date such amount is due; or (iii) any other amount due hereunder within fifteen (15) days after such amount is due.

(b)Breach of Representations and Warranties. Any representation or warranty made by the Borrower to the Noteholder herein contains an untrue or misleading statement of a material fact as of the date made; provided, however, no Event of Default shall be deemed to have occurred pursuant to this Section 5(b) if, within thirty (30) days after the date on which the Borrower receives notice (from any source) of such untrue or misleading statement, Borrower shall have addressed the adverse effects of such untrue or misleading statement to the reasonable satisfaction of the Noteholder.

(c)Bankruptcy; Insolvency.

(i)The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors.

(ii)An involuntary case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency, and such case is not dismissed or vacated within sixty (60) days after its filing.

(iii)The Borrower makes a general assignment for the benefit of its creditors.

(iv)The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.

(v)A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part of its assets, and such case is not dismissed or vacated within sixty (60) days after its filing.

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(d)              Failure to Give Notice. The Borrower fails to give the notice of Event of Default specified in Section 6.

6.                Notice of Event of Default. As soon as possible after it becomes aware that an Event of Default has occurred, and in any event within two (2) Business Days, the Borrower shall notify the Noteholder in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

7.                Remedies. Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower declare the outstanding principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately due and payable; provided, however, if an Event of Default described in Sections 5(c)(i), 5(c)(iii), or 5(c)(iv) shall occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately due and payable without notice, declaration, or other act on the part of the Noteholder.

8.                Expenses. The Borrower shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees, including the reasonable fees and expenses of counsel, incurred by the Noteholder in connection with the enforcement of the Noteholder’s rights hereunder.

9.                Notices. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by facsimile or e-mail properly addressed (with written acknowledgment from the intended recipient such as “return receipt requested” function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing:

(a)	If to the Borrower:
	Gaming Technologies, Inc. Two Summerlin Las Vegas, NV 89135, USA Attention: Jason Drummond E-mail: jd@gametech.com

(b)	If to the Noteholder:
	Attention:
	E-mail:

10.             Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Nevada.

11. Disputes.

(a)              Submission to Jurisdiction.

(i)The Borrower irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may be brought in the courts of the State of Nevada sitting in Clark County and in the United States District Court for the District of Nevada sitting in Clark County, and (B) submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. Final judgment against the Borrower in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(ii)Nothing in this Section 11(a) shall affect the right of the Noteholder to bring any action, suit, or proceeding relating to this Note against the Borrower or its properties in the courts of any other jurisdiction.

(iii)Nothing in this Section 11(a) shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.

(b)              Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to the laying of venue in any action, suit, or proceeding relating to this Note in any court referred to in Section 11(a), and (ii) the defense of inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.

(c)              Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

12.             Successors and Assigns. This Note may be assigned or transferred by the Noteholder to any individual, corporation, company, limited liability company, trust, joint venture, association, partnership, unincorporated organization, governmental authority, or other entity.

13.             Integration. This Note constitutes the entire contract between the Borrower and the Noteholder with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.

14.             Amendments and Waivers. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower and the Noteholder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

15.             No Waiver; Cumulative Remedies. No failure by the Noteholder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.

16.             Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.

17.             Counterparts. This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (“pdf” or “tif”) format shall be as effective as delivery of a manually executed counterpart of this Note.

18.             Electronic Execution. The words “execution,” “signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. § 7001 et seq.), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. Law §§ 301-309), and any other similar state laws based on the Uniform Electronic Transactions Act.

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IN WITNESS WHEREOF, the Borrower has executed this Note as of [DATE].

	GAMING TECHNOLOGIES, INC. By /s/ Jason Drummond Name: Jason Drummond Title: Chief Executive Officer
ACKNOWLEDGED AND ACCEPTED BY [NOTEHOLDER] By______________________________ Name: Title:

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EXHIBIT A

PAYMENTS ON

THE LOAN

Date Principal Amount Paid Unpaid Principal Balance Name of Person Making Notation

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EX-10.3.

Exhibit 10.3.

INTERCREDITOR AGREEMENT

Dated: April 7, 2022

To: Puritan Partners LLC

Gaming Technologies, Inc., a Delaware corporation (the “Company”) and Puritan Partners LLC, a New York limited liability corporation, (the “Lender”) are parties to certain indebtedness evidenced by a 10% Original Discount Senior Secured Convertible Note due November 18, 2022. In order to induce Lender to permit the Company to enter into a subordinated unsecured loan in a principal amount of $277,777.78 to _________________ (including his affiliates, “Subordinated Lender”), the parties hereby agree as follows. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement dated November 18, 2021, by and between the Company and Lender.

1.       The payment of any and all Subordinated Obligations (as defined below) is expressly subordinated to the Senior Debt (as defined below) to the extent and in the manner set forth in this Intercreditor Agreement. The term “Subordinated Obligations” means all obligations, or instruments setting forth such obligations of the Company ( the “Borrower”) now existing or hereafter arising, to Subordinated Lender under and indebtedness, now outstanding or hereafter incurred. The term “Senior Debt” means any and all obligations of Borrower to the Lender or any other holder of a Note under, in connection with or in any way related to the Note or other Transaction Documents. Subordinated Lender and Borrower shall not amend or modify the Subordinated Obligations in any manner whatsoever without the prior written consent of the Lender, and Borrower shall not be permitted to pay the Subordinated Obligations, except as provided in Section 2 below, without the prior written consent of the Lender. Notwithstanding anything to the contrary contained in this Subordination Agreement, the Lender shall constitute a senior creditor under the terms hereof until such time when all Senior Debt owing to the Lender has been indefeasibly paid and satisfied in full.

2.       Until the Senior Debt is indefeasibly paid in full, Borrower may not make, and the undersigned may not accept, any payments in cash under the Subordinated Obligations without the prior written consent of the Lender. Subordinated Lender also agrees that notwithstanding any of the terms in the Subordinated Obligations they shall not be due and payable in cash prior to the payment in full of the Senior Debt.

3.       Any payments on the Subordinated Obligations received by Subordinated Lender other than as expressly permitted in Section 2 above, shall be held in trust for the Lender and Subordinated Lender will forthwith turn over any such payments in the form received, properly endorsed, to the Lender to be applied to the Senior Debt as determined by the Lender.

4.       Subordinated Lender agrees that it will not make any assertion or claim in any action, suit or proceeding of any nature whatsoever in any way challenging the priority, validity or effectiveness of the liens and security interests granted to the Lender under the Note or other Transaction Documents, or any amendment, extension, replacement thereof or related agreement, instrument or document between the Borrower and the Lender.

5.       Subordinated Lender will not commence any action or proceeding against any Borrower to recover all or any part of the Subordinated Obligations not paid when due and shall at no time join with any creditor in bringing any proceeding against Borrower under any liquidation, conservatorship, bankruptcy, reorganization, rearrangement, or other insolvency law now or hereafter existing (collectively, an “Insolvency Proceeding”) or any other legal proceeding of any kind, during any period in which the undersigned is not permitted to receive payments under Section 2 hereof.

6.       The Lender may at any time and from time to time, without the consent of or notice to Subordinated Lender, without incurring responsibility to Subordinated Lender, and without impairing or releasing any of the Lender’s rights, or any of the obligations of Subordinated Lender, hereunder:

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(a)       Change the amount, manner, place or terms of payment or change or extend the time of payment of or renew or alter the Note and Transaction Documents, or any part thereof, or amend, supplement or replace the Note or Transaction Documents and/or any notes executed in connection therewith in any manner or enter into or amend, supplement or replace in any manner any other agreement relating to the Note or Transaction Documents (collectively the “Senior Debt Documents”), provided that without the prior written consent of Subordinated Lender, the Senior Debt Documents shall not be amended so as to contravene the provisions of this Agreement;

(b)       Release anyone liable in any manner for the payment or collection of the Senior Debt;

(c)       Exercise or refrain from exercising any rights against Borrower or any other Person (including Subordinated Lender); and

(d)       Apply sums paid by any party to the Senior Debt in any order or manner as determined by the Lender.

7.       Subordinated Lender will advise each future holder of all or any part of the Subordinated Obligations that the Subordinated Obligations is subordinated to the Senior Debt in the manner and to the extent provided herein. Subordinated Lender will not transfer or assign, except to the Lender, any part of the Subordinated Obligations while any Senior Debt remains outstanding, unless such transfer or assignment is made expressly subject to this Intercreditor Agreement.

8.       This Intercreditor Agreement contains the entire agreement between the parties regarding the subject matter hereof and may be amended, supplemented or modified only by written instrument executed by the Lender, Borrower and Subordinated Lender. To the extent that any provisions of this Intercreditor Agreement conflict with the provisions the Note or any Transaction Document in respect of payments to Subordinated Lender, the provisions of this Agreement shall control.

9.       Subordinated Lender represents and warrants that (a) neither the execution or delivery of this Intercreditor Agreement nor fulfillment of nor compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Subordinated Lender or any of the Subordinated Lender’s assets is now subject; (b) Subordinated Lender is sui juris and has the full right, power, authority and capacity to enter into this Intercreditor Agreement; (c) the making and performance by Subordinated Lender of this Intercreditor Agreement does not and will not violate any provision of law, rules, regulations, or orders affecting Subordinated Lender or the Subordinated Obligations; (d) this Intercreditor Agreement has been duly and validly executed and delivered by Subordinated Lender and constitutes the legal, valid and binding obligation of Subordinated Lender enforceable in accordance with its terms; and (e) no approval or consent of, or filing or registration with, any state or federal regulatory or governmental authority is required in connection with the execution, delivery and performance of this Intercreditor Agreement.

10.       This Intercreditor Agreement may be assigned by the Lender in whole or in part in connection with any assignment or transfer of any portion of the Senior Debt, and, in connection with such assignment or transfer, Subordinated Lender shall, if requested by such assignee or transferee, execute with such assignee or transferee a subordination agreement substantially similar to this Intercreditor Agreement.

11.       This Intercreditor Agreement shall be a continuing agreement, shall be binding upon and shall inure to the benefit of the parties hereto from time to time and their respective heirs, successors, representatives and assigns, shall be irrevocable and shall remain in full force and effect until the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, but shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any amount paid by or on behalf of Borrower with regard to the Senior Debt is rescinded or must otherwise be restored or returned upon any Insolvency Proceeding of any Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee, custodian, or similar officer, for Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made.

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12. In the event that the Senior Debt is refinanced in full, Subordinated Lender agrees at the request of such refinancing party to enter into a intercreditor agreement on terms substantially the same as those contained in Intercreditor Agreement with respect to amounts first becoming due after such date, so long as the terms of such refinancing permit the repayment of the Subordinated Obligations as and when due, on terms no more restrictive or limiting than those set forth under the Note as in effect on the date hereof.

13.       This Intercreditor Agreement, and all matters arising herefrom or relating hereto (whether arising in tort, contract or otherwise), shall be governed by and construed in accordance with the laws of the State of New York, without regard to its otherwise applicable principles of conflicts of laws. The provisions of this Intercreditor Agreement and other agreements and documents referred to herein are to be deemed severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect. Each party hereto irrevocably consents to the jurisdiction of the state or federal courts located in the State of New York or of the United States of America for the Southern District of New York, in each located in the County of New York, in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. EACH PARTY HERETO HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION COMMENCED BY OR AGAINST ANY SENIOR CREDITOR WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO.

14.       Two or more duplicate originals, as well as counterparts, of this Intercreditor Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. Signature delivered by electronic mail, facsimile or other electronic transmission shall bind the parties hereto.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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Dated as of the date and year first set forth above.

[____________________________]

 _____________________________________

 Name:

 Title:

Intending to be legally bound, Borrower consents and agrees

to the terms of the Intercreditor Agreement as of the date first above written:

GAMING TECHNOLOGIES, INC.

By: /s/ Jason Drummond

Name: Jason Drummond

Title:     CEO

Agreed to and Acknowledged:

PURITAN PARTNERS LLC

By: /s/ Richard Smithline

Name: Richard Smithline

Title: Managing Member

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XML

Cover	Apr. 07, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 07, 2022
Entity File Number	333-249998
Entity Registrant Name	GAMING TECHNOLOGIES, INC.
Entity Central Index Key	0001816906
Entity Tax Identification Number	35-2675083
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Two Summerlin
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Country	US
Entity Address, Postal Zip Code	89135
City Area Code	347
Local Phone Number	983-1227
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false