●] 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.”
AMENDMENT TO OPERATING AGREEMENTOperating Agreement • December 31st, 2020 • Motorsport Gaming Us LLC • Services-prepackaged software • Florida
WHEREAS, Motorsport Network, LLC, a Florida limited liability company, as sole member of the Company (as defined below), is a party to that certain Operating Agreement of Motorsport Gaming US LLC, a Florida limited liability company (the “Company”), effective as of August 2, 2018 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
