PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Motorsport Games Inc.Motorsport Games Inc. • February 2nd, 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 1, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2023 • Motorsport Games Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 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”).
DEBT-FOR-EQUITY EXCHANGE AGREEMENTDebt-for-Equity Exchange Agreement • February 2nd, 2023 • Motorsport Games Inc. • Services-prepackaged software • Delaware
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of February 1, 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”).
