PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Motorsport Games Inc.Motorsport Games Inc. • February 6th, 2023 • Services-prepackaged software
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Motorsport Games Inc., a Delaware corporation (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of January 9, 2023, by and between the Company and H.C. Wainwright & Co., LLC, as amended.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2023 • Motorsport Games Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2023 • Motorsport Games Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2023, between Motorsport Games Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
●] Shares1 Motorsport Games Inc. Class A Common Stock, par value $0.0001 per share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 31st, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • New York
Motorsport Games Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also proposes to grant to the several Underwriters an option to purchase up to [●] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
motorsport games INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 31st, 2023 • Motorsport Games Inc. • Services-prepackaged software • New York
Motorsport Games Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 13th, 2023 • Motorsport Games Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made as of January 12, 2023 by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Navtej Sunner (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.
LICENSE AGREEMENTLicense Agreement • January 27th, 2021 • Motorsport Games Inc. • Services-prepackaged software
NOW, THEREFORE, in consideration of the obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
PURCHASE AGREEMENTPurchase Agreement • December 9th, 2022 • Motorsport Games Inc. • Services-prepackaged software • Delaware
PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2022, by and between MOTORSPORT GAMES INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”).
FORM OF MOTORSPORT GAMES INC. 2021 EQUITY INCENTIVE PLANIncentive Stock Option Award Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • California
This Incentive Stock Option Agreement consists of this Notice of Grant of Incentive Stock Options (the “Grant Notice”) and the Incentive Stock Option Award Agreement immediately following. The Incentive Stock Option Agreement sets forth the specific terms and conditions governing Incentive Stock Option Awards under the Motorsport Games Inc. 2021 Equity Incentive Plan (the “Plan”). All of the terms of the Plan are incorporated herein by reference.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), made and entered into effective as of March 1, 2019 (the “Effective Date”), is by and between the Persons fully executing this Agreement below and RACING PRO LEAGUE, LLC, a Delaware limited liability company (the “Company”).
DISTRIBUTION AGREEMENTDistribution Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Minnesota
This Distribution Agreement (this “Agreement”) is dated as of 18th April, 2016, by and between U&I Entertainment, LLC (“U&I”), a Minnesota limited liability company located at 5850 Opus Parkway, Suite 250, Minnetonka, MN 55343, and 704Games Company LLC (“Publisher/Manufacturer”,) a Delaware Company located at 550 S.Caldwell Street, 17th Floor, Charlotte, NC 28202.
EXCLUSIVE PROMOTION AGREEMENTExclusive Promotion Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software
This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is entered into and is effective as of August 3, 2018 (the “Effective Date”) by and between Motorsport Gaming US LLC a Florida limited liability company (“MSG”), on the one hand, and Motorsport Network, LLC a Florida limited liability company (“MSN”).
PROMOTIONAL SERVICES AGREEMENTPromotional Services Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
This PROMOTIONAL SERVICES AGREEMENT (this “Agreement”), dated as of and effective as of July 20, 2020 (the “Effective Date”), by and between Motorsport Gaming US LLC, a Florida limited liability company (the “Company”), and Fernando Alonso Diaz (“Consultant”).
SERVICES AGREEMENTServices Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
This Services Agreement (the “Agreement”), effective as of January 1, 2020 (the “Effective Date”) confirms the terms on which Motorsport Network, LLC, a Florida limited liability company, having its principal office at 5972 NE 4th Avenue, Miami, Florida 33137 (“MSN”) will provide certain services to Motorsport Gaming US LLC, a Florida limited liability company, having its principal office at 5972 NE 4th Avenue, Miami, Florida 33137 (“MSG”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into pursuant to the Motorsport Games Inc. 2021 Equity Incentive Plan (the “Plan”). This Agreement is made effective as of _________ (the “Date of Grant”) by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and _______________ (the “Grantee”).
LICENSE AGREEMENTLicense Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
NOW, THEREFORE, in consideration of the obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of August 14, 2018, by and between 704GAMES COMPANY, a Delaware corporation (the “Company”), and Motorsport Gaming US LLC, a Florida limited liability company (the “Purchaser”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 15th, 2021 • Motorsport Games Inc. • Services-prepackaged software • Delaware
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), effective as of March 14, 2021, is entered into among Ascend FS, Inc. a British Columbia corporation (f/k/a Gaming Nation Inc., an Ontario corporation), located at 1 Yonge St, Toronto, ON M5E 1W7 Canada (“Seller”), Motorsport Games Inc., a Delaware corporation located at 5972 NE 4th Avenue, Miami, FL 33137 (“Buyer”), and 704Games Company, a Delaware corporation (the “Company”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • North Carolina
WHEREAS, Racing Pro League LLC, a Delaware limited liability company (“Pro League” or “Licensee”), and National Association for Stock Car Auto Racing, LLC f/k/a National Association for Stock Car Auto Racing, Inc., a corporation organized under the laws of Florida (“NASCAR” or “Licensor”), entered into that certain License Agreement, effective as of February 11, 2020 (the “License Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the License Agreement.
LEASE AGREEMENTLease Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
This LEASE AGREEMENT (“Lease”), effective as of May 15, 2020 is by and between Lemon City Group, LLC, a Florida limited liability company, having its principal office at 5972 NE 4th Avenue, Miami, Florida 33137 (“Landlord”) and 704Games, LLC, a Florida limited liability company, having its principal office at 5972 NE 4th Avenue, Miami, Florida 33137 (“Tenant”).
DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • January 30th, 2023 • Motorsport Games Inc. • Services-prepackaged software • Delaware
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of January 30, 2023 (the “Effective Date”) is made by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Motorsport Network, LLC, a Florida limited liability company (“MSN”).
FORM OF NOTICE OF GRANT OF STOCK OPTIONSStock Option Award Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Delaware
This Stock Option Agreement consists of this Notice of Grant of Stock Options (the “Grant Notice”) and the Stock Option Award Agreement immediately following. The Stock Option Agreement sets forth the specific terms and conditions governing Stock Option Awards under the Employment Agreement, dated January 1, 2020, between Motorsport Games Inc. (formerly Motorsport Gaming US, LLC) and Dmitry Kozko (the “Employment Agreement”). All of the terms of the Employment Agreement are incorporated herein by reference.
ContractMotorsport Games Inc. • April 1st, 2021 • Services-prepackaged software
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 20th, 2021 • Motorsport Games Inc. • Services-prepackaged software
This Agreement and Plan of Merger (“Plan of Merger”) sets forth the terms and conditions for the merger (the “Merger”) of 704Games Company, a Delaware corporation (the “Merging Entity”), with and into 704Games LLC, a Delaware limited liability company (the “Surviving Entity” and, together with the Merging Entity, the “Constituent Entities”), a wholly owned subsidiary of Motorsport Games Inc., a Delaware corporation (“Motorsport”).
AMENDMENT TO DISTRIBUTION AND LICENSE AGREEMENTDistribution and License Agreement • December 14th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • North Carolina
WHEREAS, 704Games Company, a Delaware corporation (“704GAMES” or “Licensee”), and NASCAR Team Properties, a series trust organized under the laws of Delaware (“NTP” or “Licensor”), entered into that certain Second Amended and Restated Distribution and License Agreement, effective as of January 1, 2019 (the “Distribution and License Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Distribution and License Agreement.
Miami, FL 33137 Attention: Board of Directors Re: Support Agreement Dear Motorsport Games Board Members:Motorsport Games Inc. • September 9th, 2022 • Services-prepackaged software • Florida
XBOX CONSOLE PUBLISHER LICENSE AGREEMENTMotorsport Gaming Us LLC • December 14th, 2020 • Services-prepackaged software
This Xbox Console Publisher License Agreement is entered into and effective as of [***] (“Effective Date”), between Microsoft Corporation, a Washington corporation, (“Microsoft”), and 704Games Company, a Florida company (“Publisher”).
ContractPurchase Agreement • March 22nd, 2021 • Motorsport Games Inc. • Services-prepackaged software
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Consulting Services AgreementIndemnity Agreement • October 14th, 2022 • Motorsport Games Inc. • Services-prepackaged software • Georgia
The below designated Client (“Client”) acknowledges and agrees that the services described on Exhibit A will be performed by TechCXO, LLC pursuant to, and are governed by, the Terms and Conditions attached hereto and incorporated as part of this Consulting Services Agreement (“Agreement”). The terms of the accompanying exhibits are hereby incorporated by reference and made a part hereof, to the extent not inconsistent with or contrary to any provision herein. In the event of any conflict, the terms of this Agreement shall prevail.
SETTLEMENT AGREEMENTSettlement Agreement • January 18th, 2023 • Motorsport Games Inc. • Services-prepackaged software • Delaware
THIS SETTLEMENT AGREEMENT (the “Agreement”), dated January 11, 2023, is entered into by and among Continental General Insurance Company (“Plaintiff”) on the one hand and Motorsport Games Inc. (f/k/a Motorsport Games US LLC) (“Motorsport”)), Mike Zoi, Jonathan New, Dmitry Kozko, and Alex Rothbert (collectively, the “Individual Defendants,” and together with Motorsport, “Defendants”), on the other hand. The parties named in this paragraph are referred to individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 16th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), effective as of August 18, 2020, is entered into among HC2 Holdings 2, Inc., a Delaware corporation located at 450 Park Avenue, 30th Floor, New York, NY 10022 (“HC2”), Continental General Insurance Company, a Texas insurance company located at 11001 Lakeline Blvd., Suite 120, Austin, TX 78717 (“Continental” and, collectively with HC2, “Sellers”), and Motorsport Gaming US LLC, a Florida limited liability company located at 5972 NE 4th Avenue, Miami, FL 33137 (“Buyer”).
GRANT OF THE RIGHT OF FIRST REFUSALMotorsport Gaming Us LLC • December 16th, 2020 • Services-prepackaged software
DATED JANUARY 25 2021 AUTOMOBILE CLUB DE L’OUEST (1) and MOTORSPORT GAMES INC. (2) and LE MANS ESPORTS SERIES LIMITED (3) Amendment No.1 To Joint Venture Agreement In respect of Le Mans Esports Series LimitedJoint Venture Agreement • January 27th, 2021 • Motorsport Games Inc. • Services-prepackaged software
LIMITED LICENSE AgreementLimited License Agreement • October 5th, 2023 • Motorsport Games Inc. • Services-prepackaged software • North Carolina
THIS LIMITED lICENSE AGREEMENT (the “Agreement”), also referenced as Document #651639, is entered into as of October 3, 2023 (“Effective Date”) by and among 704Games LLC, a Delaware limited liability company, whose principal office is at 5972 NE 4th Avenue, Miami, FL 33137 (“704GAMES” or “Licensee”) and NASCAR Team Properties, a series trust organized under the laws of Delaware, whose principal office is at 550 South Caldwell, Suite 2000, Charlotte, NC 28202, solely for and with respect to its Video Game and Digital Series (“NTP” or “Licensor”).
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 2nd, 2021 • Motorsport Games Inc. • Services-prepackaged software • Delaware
WHEREAS, Ascend FS, Inc. a British Columbia corporation (f/k/a Gaming Nation Inc., an Ontario corporation), located at 1 Yonge St, Toronto, ON M5E 1W7 Canada (“Seller”), Motorsport Games Inc., a Delaware corporation (“Buyer”), and 704Games Company, a Delaware corporation (the “Company”), are parties to that certain Share Exchange Agreement, dated as of March 14, 2021 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
