Promissory Note, dated January 26, 2022, by and between Snail Games USA Inc. and Cathay Bank

Exhibit 10.3

PROMISSORY NOTE

FOR VALUE RECEIVED, SNAIL GAMES USA INC., a California corporation (“Borrower”), promise ‎to pay to CATHAY BANK, a California banking corporation (“Lender"), or its order, at its office ‎located at 9650 Flair Drive, El Monte, California 91731, or at such other place as the holder hereof ‎may designate, in lawful money of the United States of America, the principal sum of Ten Million ‎and No/100 Dollars ($10,000,000.00), or so much thereof as shall have been advanced and is ‎outstanding together with interest, on the outstanding principal balance, until paid in full in ‎accordance with the terms, conditions and provisions as hereinafter set forth in this Promissory ‎Note (this “Note”).‎

LOAN AGREEMENT. This Note is the “Term Loan Note" as defined in that certain Second Amended ‎and Restated Loan and Security Agreement (the “Loan Agreement”) of even date herewith, entered ‎into by and between Borrower and Lender, as it may be amended from time to time, and is subject ‎to all of the terms and conditions thereof. All terms not defined herein shall have the same meaning ‎as in the Loan Agreement. In the event of a conflict between the terms of this Note and the Loan ‎Agreement, the terms of this Note shall prevail.‎

INTEREST RATE. Interest on the outstanding principal balance of this Note shall be computed and ‎calculated based upon a three hundred sixty (360)-day year and actual days elapsed and shall ‎accrue at the per annum rate (the “Note Rate”) equal to the higher of three and three quarters of one ‎percent (3.75%) and one half of one percent (0.50%) in excess of “The Wall Street Journal Prime ‎Rate”, as the rate may change from time to time. The Wall Street Journal Prime Rate is and shall ‎mean the variable rate of interest, on a per annum basis, which is announced and/or published in ‎the Money Rates Section of The Wall Street Journal from time to time. The Note Rate shall be ‎redetermined whenever The Wall Street Journal Prime Rate changes. Borrower understands and ‎acknowledges that the Wall Street Journal Prime Rate is one of Lender’s base rates, and only ‎serves as a basis upon which effective rates of interest are calculated for loans making reference ‎thereto and may not be the lowest of Lender’s base rates. If The Wall Street Journal Prime Rate ‎becomes unavailable during the term of this Note, Lender may designate a substitute index after ‎notice to Borrower.‎

PRINCIPAL AND INTEREST PAYMENTS. Interest shall be due and payable monthly, in arrears, ‎based upon the actual number of days elapsed for that monthly period, commencing on February ‎‎28, 2022, and shall continue to be due and payable, in arrears, on the last day of each and every ‎calendar month thereafter until the Maturity Date (as hereinafter defined). Borrower understands that ‎Lender is entitled to a minimum interest charge of $100.00 per month.‎

In addition to the monthly payment of interest, above, commencing on February 28, 2022, and ‎continuing on the last day of each and every calendar month thereafter until the Maturity Date, ‎Borrower shall pay to Lender monthly installment payments of principal in an amount based on the ‎then outstanding principal balance amortized over a twenty-four (24) month period of time.‎

Whenever increases occur in the Note Rate, Lender, at its option, may do one or more of the ‎following: (A) increase Borrower’s payments to ensure the Loan will pay off by the Maturity Date, ‎‎(B) increase Borrower’s payments to cover accruing interest, (C) increase the number of Borrower’s ‎payments, and/or (D) continue Borrower’s payments at the same amount and increase Borrower’s ‎final payment.‎

Upon the Maturity Date, the entire unpaid obligation outstanding under this Note, the Loan ‎Agreement, and any other Loan Documents shall become due and payable in full.‎

All payments due hereunder, including payments of principal and/or interest, shall be made to ‎Lender in United States Dollars and shall be in the form of immediately available funds acceptable ‎to the holder of this Note.‎

APPLICATION OF PAYMENTS. All payments received by Lender from, or for the account of ‎Borrower, due hereunder shall be applied by Lender, in its sole and absolute discretion, in the ‎following manner, or in any other order or manner as Lender chooses:‎

All records of payments received by Lender shall be maintained at Lender’s office, and the records ‎of Lender shall, absent manifest error, be binding and conclusive upon Borrower. The failure of ‎Lender to record any payment or expense shall not limit or otherwise affect the obligations of ‎Borrower under this Note.‎

MATURITY DATE. On January 26, 2023 (“Maturity Date”), the entire unpaid principal balance, and all ‎unpaid accrued interest thereon, shall be due and payable without demand or notice. In the event ‎that Borrower does not pay this Note in full on the Maturity Date then, as of the Maturity Date and ‎thereafter until paid in full, the interest accruing on the outstanding principal balance hereunder shall ‎be computed, calculated and accrued on a daily basis at the Default Rate (as hereinafter defined).‎

UNPAID INTEREST, CHARGES AND COSTS. Interest, late charges, costs or expenses that are not ‎received by Lender within ten (10) calendar days from the date such interest, late charges, costs, or ‎expenses become due, shall, at the sole discretion of Lender, be added to the principal balance ‎and shall from the date due bear interest at the Default Rate.‎

HOLIDAY. Whenever any payment to be made under this Note shall be due on a day other than a ‎Business Day, including Saturdays, Sundays and legal holidays generally recognized by banks ‎doing business in California, then the due date for such payment shall be automatically extended to ‎the next succeeding Business Day, and such extension of time shall in such cases be included in ‎the computation of the interest portion of any payment due hereunder.‎

NO OFFSETS OR DEDUCTIONS. All payments under this Note shall be made by Borrower without ‎any offset, decrease, reduction or deduction of any kind or nature whatsoever, including, but not ‎limited to, any decrease, reduction or deduction for, or on account of, any offset, present or future ‎taxes, present or future reserves, imposts or duties of any kind or nature, that are imposed or ‎levied by or on behalf of any government or taxing agency, body or authority by or for any ‎municipality, state or country. If at any time, present or future, Lender shall be compelled, by any ‎Law, rule, regulation or any other such requirement which on its face or by its application requires or ‎establishes reserves, or payment, deduction or withholding of taxes, imposts or duties, to act such ‎that it causes or results in a decrease, reduction or deduction (as described above) in payment ‎received by Lender, then Borrower shall pay to Lender such additional amounts, as Lender shall ‎deem necessary and appropriate, such that every payment received under this Note, after such ‎decrease, reserve, reduction, deduction, payment or required withholding, shall not be reduced in ‎any manner whatsoever.‎

DEFAULT. Any one or more of the following events or occurrences shall constitute a default under ‎this Note (hereinafter “Default”):‎

Upon the occurrence of a Default hereunder, Lender may, in its sole and absolute ‎discretion, declare the entire unpaid principal balance, together with all accrued and unpaid interest ‎thereon, and all other amounts and payments due hereunder, immediately due and payable, without ‎notice or demand.‎

DEFAULT RATE. From and after the occurrence of any Default in this Note whether by non-‎payment, maturity, acceleration, non-performance or otherwise, and until such Default has been ‎cured, all outstanding amounts under this Note (including, but not limited to, interest, costs and late ‎charges) shall bear interest at a per annum rate (“Default Rate”) equal to five percent (5%) over the ‎Note Rate.‎

PREPAYMENT. The principal amount of this Note may be prepaid in whole or in part; provided, ‎however, that written notice of prepayment is received by Lender concurrently therewith. Any such ‎prepayment shall not result in a reamortization, deferral, postponement, suspension, or waiver of ‎any and all principal or other payments due under this Note.‎

LATE CHARGES. Time is of the essence for all payments and other obligations due under this ‎Note. Borrower acknowledges that if any payment required under this Note is not received by ‎Lender within ten (10) days after the same becomes due and payable, Lender will incur extra ‎administrative expenses (i.e., in addition to expenses incident to receipt of timely payment) and the ‎loss of the use of funds in connection with the delinquency in payment. Because, from the nature ‎of the case, the actual damages suffered by Lender by reason of such administrative expenses and ‎loss of the use of funds would be impracticable or extremely difficult to ascertain, Borrower agrees ‎that five percent (5%) of the amount of the delinquent payment, together with interest accruing on ‎the entire principal balance of this Note at the Default Rate, as provided above, shall be the amount ‎of damages which Lender is entitled to receive upon such breach, in compensation therefor. ‎Therefore, Borrower shall, in such event, without further demand or notice, pay to Lender, as ‎Lender’s monetary recovery for such extra administrative expenses and loss of use of funds, ‎liquidated damages in the amount of five percent (5%) of the amount of the delinquent payment (in ‎addition to interest at the Default Rate). The provisions of this paragraph are intended to govern ‎only the determination of damages in the event of a breach in the performance of Borrower to make ‎timely payments hereunder. Nothing in this Note shall be construed as in any way giving Borrower ‎the right, express or implied, to fail to make timely payments hereunder, whether upon payment of ‎such damages or otherwise. The right of Lender to receive payment of such liquidated and actual ‎damages, and receipt thereof, are without prejudice to the right of Lender to collect such delinquent ‎payments and any other amounts provided to be paid hereunder or under any of the Loan ‎Documents, or to declare a default hereunder or under any of the Loan Documents.‎

SECURITY AND ACCELERATION. This Note is secured by the Collateral.‎

COSTS AND EXPENSES. Borrower hereby agrees to pay any and all costs or expenses paid or ‎incurred by Lender by reason of, as a result of, or in connection with the enforcement of this Note ‎or any other Loan Documents, including, but not limited to, any and all reasonable attorneys' fees ‎and related costs when such costs or expenses are paid or incurred in connection with the ‎enforcement of this Note and the other Loan Documents, or any of them, the protection or ‎preservation of the collateral or security for this Note, or any other rights, remedies or interests of ‎Lender, whether or not suit is filed. Borrower’s agreement to pay any and all such costs and ‎expenses includes, but is not limited to, costs and expenses incurred in or in connection with any ‎bankruptcy proceeding in enforcing any judgment obtained by Lender and in connection with any ‎and all appeals therefrom, and in connection with the monitoring of any bankruptcy proceeding and ‎its effect on Lender’s rights and claims for recovery of the amounts due hereunder, any proceeding ‎concerning relief from the automatic stay, use of cash collateral, proofs of claim, approval of a ‎disclosure statement or confirmation of, or objections to confirmation of, any plan of ‎reorganization. All such costs and expenses are immediately due and payable to Lender by ‎Borrower whether or not demand therefor is made by Lender.‎

WAIVERS. Borrower hereby waives grace, diligence, presentment, demand, notice of demand, ‎dishonor, notice of dishonor, protest, notice of protest, any and all exemption rights against the ‎indebtedness evidenced by this Note and the right to plead any statute of limitations as a defense ‎to the repayment of all or any portion of this Note, and interest thereon, to the fullest extent allowed ‎by law, and all compensation of cross-demands pursuant to California Code of Civil Procedure ‎Section 431.70. No delay, omission or failure on the part of Lender in exercising any right or remedy ‎hereunder shall operate as a waiver of such right or remedy or any other right or remedy of Lender.‎

MAXIMUM LEGAL RATE. This Note is subject to the express condition that at no time shall ‎Borrower be obligated, or required, to pay interest on the principal balance at a rate which could ‎subject Lender to either civil or criminal liability as a result of such rate being in excess of the ‎maximum rate which Lender is permitted to charge. If, by the terms of this Note, Borrower is, at any ‎time, required or obligated to pay interest on the principal balance at a rate in excess of such ‎maximum rate, then the rate of interest under this Note shall be deemed to be immediately reduced ‎to such maximum rate and interest payable hereunder shall be computed at such maximum rate and ‎any portion of all prior interest payments in excess of such maximum rate shall be applied, or shall ‎retroactively be deemed to have been payments made, in reduction of the principal balance, as the ‎case may be.‎

AMENDMENT; GOVERNING LAW. This Note may be amended, changed, modified, terminated ‎or canceled only by a written agreement signed by the party against whom enforcement is ‎sought for any such action. This Note shall be governed by, and construed under, the Laws of ‎the State of California.‎

AUTHORITY. Borrower, and each person executing this Note on Borrower’s behalf, hereby ‎represents and warrants to Lender that, by its execution below, Borrower has the full power, ‎authority and legal right to execute and deliver this Note and that the indebtedness evidenced ‎hereby constitutes a valid and binding obligation of Borrower without exception or limitation. In ‎the event that this Note is executed by more than one person or entity, the liability hereunder ‎shall be joint and several. Any married person who is obligated on this Note, directly or ‎indirectly, agrees that recourse may be had to such person’s separate property in addition to ‎any and all community property of such person.‎

USA PATRIOT ACT NOTICE. Federal law requires all financial institutions to obtain, verify and ‎record information that identifies each person who opens an account or obtains a loan. Lender ‎will ask for Borrower’s legal name, address, tax ID number or social security number and other ‎identifying information. Lender may also ask for additional information or documentation or take ‎other actions reasonably necessary to verify the identity of Borrower, Guarantor or other related ‎persons.‎

RIGHT OF SETOFF. To the extent permitted by applicable Law, Lender reserves a right of ‎setoff in all Borrower's accounts with Lender (whether checking, savings,, or some other ‎account). This includes all accounts Borrower holds jointly with someone else and all accounts ‎Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or ‎any trust accounts for which setoff would be prohibited by Law.

Borrower authorizes Lender, to ‎the extent permitted by applicable Law, to charge or setoff all sums owing on the indebtedness ‎against any and all such accounts, and, at Lender's option, to administratively freeze all such ‎accounts to allow Lender to protect Lender's charge and setoff rights provided in this ‎paragraph.‎

‎[Signature page follows]‎

IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first ‎above written.‎