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:
FORM OF MOTORSPORT GAMES INC. 2021 EQUITY INCENTIVE PLANIncentive Stock Option 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”).
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”).
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”).
FORM OF NOTICE OF GRANT OF STOCK OPTIONSStock Option 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.
AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Delaware
WHEREAS, Racing Pro League, LLC, a Delaware limited liability company (the “Company”), 704Games Company, a Delaware corporation (“704GAMES”), and RTA Promotions, LLC, a Delaware limited liability company (“RTA”), entered into that certain Limited Liability Company Agreement of Racing Pro League, LLC effective as of March 1, 2019 (the “LLC Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the LLC Agreement.
September 4, 2020Promissory Note Side Letter Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Minnesota
WHEREAS, 704Games Company, a Delaware corporation (“704GAMES”) and U&I Entertainment, LLC, a Minnesota limited liability company (“U&I”), entered into that certain Distribution Agreement, dated as of April 18, 2016 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT TO PROMOTIONAL SERVICES AGREEMENTPromotional Services Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
WHEREAS, Motorsport Gaming US LLC, a Florida limited liability company (“Company”), and Fernando Alonso Diaz (“Consultant”), entered into that certain Promotional Services Agreement, effective as of July 20, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
OPERATING AGREEMENT OF MOTORSPORT GAMING US LLCOperating Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
THIS OPERATING AGREEMENT, effective as of August 2, 2018 (this “Agreement”), of MOTORSPORT GAMING US LLC, a Florida limited liability company (the “Company”) is entered into by Motorsport Network, LLC, a Florida limited liability company, as the sole member of the Company (the “Member”). The Member has directed the formation of a limited liability company pursuant to and in accordance with the Florida Revised Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:
AMENDMENT TO EXCLUSIVE PROMOTION AGREEMENTExclusive Promotion Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
WHEREAS, Motorsport Gaming US LLC, a Florida limited liability company (“Motorsport Games”), and Motorsport Network LLC, a Florida limited liability company (“Motorsport Network”), entered into that certain Exclusive Promotion Agreement, effective as of August 3, 2018 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 18th, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), effective as of October 6, 2020, is entered into among Leo Capital Holdings, LLC, an Illinois limited liability company located at 400 Skokie Boulevard, Suite 410, Northbrook, IL 60062 (“Seller”), and Motorsport Gaming US LLC, a Florida limited liability company located at 5972 NE 4th Avenue, Miami, FL 33137 (“Buyer”).
