FORM OF MOTORSPORT GAMES INC. 2020 EQUITY INCENTIVE PLANIncentive Stock Option Award Agreement • December 16th, 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. 2020 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 16th, 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 16th, 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 16th, 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 16th, 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 16th, 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 16th, 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. 2020 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 16th, 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 16th, 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”).
LEASE AGREEMENTLease Agreement • December 16th, 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”).
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
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into to be effective as of January 1, 2020 (the “Effective Date”), by and between MOTORSPORT GAMING US LLC, a Florida limited liability company (“Employer”), and DMITRY KOZKO, an individual residing in the State of Florida (“Executive”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 16th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
This STOCKHOLDERS’ AGREEMENT (“Agreement”), effective as of August 14, 2018 (the “Effective Date”), is entered into by and among Gaming Nation Inc., an Ontario corporation (“GN”), PlayFast Games, LLC, a North Carolina limited liability company (“PF”), Leo Capital Holdings, LLC, an Illinois limited liability company (“Leo”), HC2 Holdings 2, Inc., a Delaware corporation (“HC2”), Continental General Insurance Company, a Texas corporation (“CGI”), and Motorsport Gaming US LLC, a Florida limited liability company (“Motorsport” and together with GN, PF, Leo, HC2 and CGI, the “Stockholders”), and 704Games Company, a Delaware corporation (formerly DMi, Inc.) (the “Company”), with respect to the following:
