Exhibit
10.1


 


[***] 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.


Execution
Copy


 


 


	DATED	1 APRIL 2021


 


(1)
motorsport games inc.


 


as
Purchaser


 


-
and -


 


(2)
Technology in Business B.V.


 


as
Seller


 


-
and -


 


(3)
luminis international b.v.


 


as
Parent


 


	 	

        Share
        Purchase Agreement

        relating
        to

        STUDIO397
        B.V.

        
	 





 




    	 



     


    

 


CONTENTS





 


	1.	Definitions
    and interpretation	2
	 	 	 
	2.	SALE
    AND PURCHASE OF SHARES	10
	 	 	 
	3.	PURCHASE
    PRICE AND PAYMENT	11
	 	 	 
	4.	CONDITIONS
    to completion	11
	 	 	 
	5.	Pre-completion
    covenants	12
	 	 	 
	6.	Group
    separation issues	14
	 	 	 
	7.	COMPLETION	17
	 	 	 
	8.	Seller
    Warranties and breaches	19
	 	 	 
	9.	Conduct
    of claims	20
	 	 	 
	10.	LIMITATIONs
    On seller’S LIABILITY	20
	 	 	 
	11.	Specific
    Indemnities	22
	 	 	 
	12.	TAX
    COVENANT	22
	 	 	 
	13.	Restrictive
    covenants	22
	 	 	 
	14.	Confidentiality
    and announcements	24
	 	 	 
	15.	Security
    and recourse	25
	 	 	 
	16.	General	27
	 	 	 
	17.	Governing
    law and jurisdiction	30
	 	 	 
	SCHEDULE
    1: COMPANY AND SELLER GROUP	33
	 	 	 
	 	Part
    1: Company	33
	 	 	 
	 	Part
    2: Seller Group	34
	 	 	 
	SCHEDULE
    2: ACCOUNTS	35
	 	 	 
	 	Part
    1: 2019 Accounts	35
	 	 	 
	 	Part
    2: 2020 Accounts	35
	 	 	 
	 	Part
    3: 2021 Management Accounts	35
	 	 	 
	SCHEDULE 3: 2021 BALANCE SHEETS	36
	 	 	 
	 	Part
    1: February Balance Sheet	36
	 	 	 
	 	Part
    2: Closing Balance Sheet	37
	 	 	 
	 	 	
	SCHEDULE
    4: INTER-GROUP PAYABLES AND rECEIVABLES	38
	 	
	SCHEDULE
    5: DEED OF TRANSFER	39
	 	
	SCHEDULE
    6: SHARE PLEDGE	40
	 	 	
	 	Part
    1: Deed of Pledge	42
	 	 	
	 	Part
    2: Deed of Release	42
	 	 	
	SCHEDULE
    7: SELLER WARRANTIES	48
	 	 	
	 	Part
    1: Fundamental Warranties	50


 




    	 



     


    

 


	 	Part
    2: IP Warranties	52
	 	 	 
	 	Part
    3: Business Warranties	55
	 	 	 
	 	Part
    4: Tax Warranties	63
	 	 	 
	SCHEDULE
    8: TAX COVENANT	65
	 	 
	SCHEDULE
    9: CHANGE OF DIRECTORS	74
	 	 	 
	 	Part
    1: Resignation letter	74
	 	 	 
	 	Part
    2: Shareholders Resolution	75 
	 	 	 
	 	Part
    3: Amended Articles of Association	77
	 	 	 
	SCHEDULE
    10: NOTARY LETTER	79
	 	 
	SCHEDULE
    11: DATA ROOM index	86
	 	 
	SCHEDULE
    12: Employees AND CONTRACTORS	103
	 	 	 
	 	Part
    1: Employees	103
	 	 	 
	 	Part
    2: Transferring UK Employees	104
	 	 	 
	 	Part
    3: Contractors	105
	 	 	 
	SCHEDULE
    13: Employment agreements	109
	 	 	 
	 	Part
    1: Employment Agreements Transferring UK Employees	109
	 	 	 
	 	Part
    2: Employment Agreements Key Persons	121
	 	 	 
	SCHEDULE
    14: IP ASSIGNMENT AGREEMENTS	134
	 	 	 
	 	Part
    1: Deed of Assignment ISI-Studio397	134
	 	 	 
	 	Part
    2: Additional Assignment Luminis-Studio397	144
	 	 	 
	SCHEDULE
    15: Third party licenses Cars and Tracks	153
	 	 	 
	 	Part
    1: Third Party Licenses Cars and Tracks	153
	 	 	 
	 	Part
    2: Change of Control Consents	154
	 	 	 
	SCHEDULE
    16: NOTICES	155
	 	 
	SCHEDULE
    17: SPOUSE DECLARATION	156


 




    	 



     


    

 


This
Agreement is made on 1 April 2021,


 


BETWEEN:


 


	(1)
    	MOTORSPORT
    GAMES INC., a company incorporated under
    the laws of the State of Delaware, the United States of America, having its official seat in Delaware, the United States of
    America, and its registered office at c/o Incorporating Services, Ltd., 3500 South DuPont Highway, Dover, Kent County, Delaware
    19901, the United States of America, and registered with the Delaware commercial register with number 4671180 (“Purchaser”);
	 	 
	(2)
    	TECHNOLOGY
    IN BUSINESS B.V., a private company with
    limited liability incorporated under the laws of the Netherlands, having its registered office at Regentesselaan 11, 7316
    AA Apeldoorn, the Netherlands, and registered with the Dutch Trade Register with number 6822126 (“Seller”);
    and
	 	 
	(3)
    	luminis
    international b.v., a private company
    with limited liability incorporated under the laws of the Netherlands, having its registered office at Stadsring 107, 3811
    HP Apeldoorn, the Netherlands, and registered with the Dutch Trade Register with number 852951267 (“Parent”),


 


together
the “Parties” and each individually a “Party”.


 


BACKGROUND:


 


	A	The
    Seller holds all issued shares in the capital of Studio397 B.V., a private limited liability company incorporated under the
    laws of the Netherlands, having its registered office in Regentesselaan 11, 7316 AA Apeldoorn, the Netherlands and registered
    with the Dutch Trade Register with number 66752973 (“Company”), being one hundred (100) ordinary shares
    with a nominal value of EUR 1.00 each (“Shares”) as further detailed in schedule 1 (part 1).
	 	 
	B	The
    Company is engaged in the business of the exploitation and development of software for the purpose of racing and driving simulation,
    such as – but not limited to – games, simulators and other software applications thereof, as well as offering
    any services relating to racing and driving simulation, including but not limited to any use thereof on common platforms such
    as PC, console, mobile, handheld, VR-headsets, cloud gaming services and similar, and including e-sports which incorporates
    playing as well as viewing and broadcasting, remote services and networked play both local and over the internet and similar
    (“Business”).
	 	 
	C	The
    Parent and the Purchaser entered into a term sheet on 15 January 2021 stipulating the main terms and conditions of the transactions
    contemplated by this agreement (“Term Sheet”). The Seller, the Purchaser and the Parent entered in to a
    binding term sheet on 23 February 2021, further the terms and conditions of the transactions contemplated by this agreement
    (“Binding Term Sheet”).
	 	 
	D	Prior
    to the execution of this agreement, the Seller Group has duly complied with the provisions of the Social and Economic Council
    Merger Regulation (SER-besluit Fusiegedragsregels 2015) and the provisions of the Works Council Act (Wet op de ondernemingsraden).
	 	 
	E	Prior
    to the execution of this agreement, the Parties have obtained all necessary internal approvals to enter into this agreement
    and to consummate the transactions contemplated thereby.
	 	 
	F	The
    Seller now wishes to sell and transfer to the Purchaser and the Purchaser now wishes to purchase and acquire from the Seller
    the Shares, subject to the terms and conditions of this agreement.


 




    	Project Speedway – SPA	1



    	 



    




 


IT
IS AGREED:


 


	1.	Definitions
    and interpretation
	 	 
	1.1	In
    this agreement, unless provided otherwise:


 


“2019
Accounts” means the audited consolidated financial statements of the Company and the Subsidiary comprising the balance
sheet, the profit and loss account and cash flow statement, and the annual report (jaarverslag) as well as any notes, documents
and statements to them for the 12 month period ending on the 2019 Accounts Date (copies of which are set out in schedule 2 (part
1) (Accounts));


 


“2019
Accounts Date” means 31 December 2019;


 


“2020
Accounts” means the unaudited consolidated financial statements of the Company and the Subsidiary comprising the balance
sheet, the profit and loss account and cash flow statement, and the annual report (jaarverslag) as well as any notes, documents
and statements to them for the 12 month period ending on the 2020 Accounts Date (copies of which are set out in schedule 2 (part
2) (Accounts));


 


“2020
Accounts Date” means 31 December 2020;


 


“2021
Management Accounts” means the interim management accounts prepared in respect of the Company from the period from the
2020 Accounts Date to 28 February 2021, attached as schedule 2 (part 3) (Accounts);


 


“Accounting
Policies” means the specific principles, conventions, rules and practices as consistently applied and used by the Company
during the 2017, 2018 and 2019 financial years preceding the Completion Date in preparing and presenting the 2019 Accounts, the
2020 Accounts and the 2021 Management Accounts;


 


“Affiliate”,
in relation to a Person/Party, means any and all persons:


 


	 	(a)	in
    relation to which the ultimate parent of that Person/Party, at present or in the future, either directly or indirectly (i)
    holds more than 50 per cent of the nominal value of the issued share capital; or (ii) more than 50 per cent of the voting
    power at general meetings; or (iii) has the power to appoint and to dismiss a majority of the managing directors (statutair
    bestuurders) or otherwise to direct the activities of such person; or
	 	 	 
	 	(b)	qualifying
    as a ‘subsidiary’, as part of a ‘group’ or as a ‘participation’ as referred to in sections
    2:24a, 2:24b and 2:24c of the DCC (or corresponding foreign legislation); and
	 	 	 
	 	(c)	who
    are that Person’s/Party’s first degree relatives (eerstegraad bloed- en aanverwanten) as determined in
    accordance with section 1:3 of the DCC;


 


“Anti-Corruption
Laws” means all laws and any codes of practice relating to anti-bribery, anti-money laundering and anti-corruption (the
U.S. Foreign Corrupt Practices Act of 1977, as amended and the U.K. Bribery Act of 2010);


 




    	Project Speedway – SPA	2



    	 



    




 


“Authority”
means any supra-national, national or sub-national authority, governmental authority, commission, department, agency, regulator,
regulatory body, judicial body, court, tribunal or arbitrator;


 


“Business”
has the meaning given in recital B;


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks are open for commercial business in Amsterdam, the
Netherlands and New York, the United States;


 


“Business
IPR” means all Intellectual Property Rights and Confidential Information relating to the operation, products, activities
and services of the Business, including but not limited to any Intellectual Property Rights and Confidential Information relating
to the exploitation, development and/or modification of rF2, the rF2 Brand, rF2 Content and rF2 Software and any derived or amended
racing and driving simulation games or software applications thereof;


 


“Business
IP Licenses” means any agreements pursuant to which the Company (i) has the right to use, possess, reproduce, modify,
display, market, perform, publish, transmit, broadcast, sell, license, distribute or otherwise exploit any Business IPR that is
not owned by the Company, or (ii) is a party and pursuant to which any other Person is authorized to use, possess, reproduce,
modify, display, market, perform, publish, transmit, broadcast, sell, license, distribute or otherwise exploit any of the Business
IPR;


 


“Business
Warranties” means the Seller Warranties set out in schedule 7 (part 3);


 


“Buy-Out
Royalty Payment” means any and all amounts to be paid to Image Space Incorporated by the Company pursuant to the Buy-Out
Agreement entered into between Image Space Incorporated and the Company on 7 December 2020 in respect of the royalty payments
as defined therein, being a total amount of USD [***];


 


“Cash”
means cash of any currency in hand, bank account and cash equivalents held by the Company at the Completion Date, but excluding
any cash or cash equivalent that is not readily available to the Company;


 


“Cash
Backed Deferred Income” means advance payments the Company received for products or services to be delivered or performed
in the future, and to the extent that these advance payments have been converted to cash;


 


“Change
of Control Consent” has the meaning given in clause 4.1(b);


 


“Claim”
means any claim, charge or demand by the Purchaser pursuant to a Seller Warranty Breach;


 


“Claim
Notice” has the meaning given in clause 9.1;


 


“Closing
Balance Sheet” means the balance sheet of the Company as at Completion, substantially in line with the February Balance
Sheet as attached hereto as schedule 3 (part 2);


 


“Company”
has the meaning given in recital A;


 


“Completion”
means the performance of all of the Parties’ obligations set out in clause 7.3;


 


“Completion
Date” means the date on which Completion takes place;


 


“Completion
Payment” has the meaning given in clause 3.2(a);


 




    	Project Speedway – SPA	3



    	 



    




 


“Conditions”
has the meaning given in clause 4.1;


 


“Confidential
Information” means in relation to a Person/Party: all and any information which is not in the public domain and which
relates to its business, trading or financial or other affairs (including information relating to its products or services, processes
and operations, its customer and supplier lists, price lists, contractual arrangements, market opportunities, plans and intentions,
developments, data, results, inventions (whether patentable or not), know-how, show-how, trade secrets, forecasts, analyses, evaluations,
research methodologies, technical or business information, personnel information and other matters concerning the business, trading
or financial or other affairs of, or relating to, the Person/Party/Company or its customers or other persons having dealings with
it), whether such information is oral, in writing, electronic or other form, whether tangible or otherwise or marked in writing
as “confidential”, and all and any information which has been or may be derived or obtained from any such information;


 


“Contractors”
means all contractors (zelfstandigen) providing or formerly having provided services to the Company, as listed in schedule
12 (part 3);


 


“Damage”
has the meaning given in clause 8.6;


 


“Data
Protection Laws” means the General Data Protection Regulation (EU) 2016/679 (GDPR) together with all laws implementing
or supplementing the same and any other (future) applicable supplementing or superseding data protection or privacy laws, including
the ePrivacy Directive (EU) 2002/58/EC as transposed into applicable law, and any regulations, guidance, and codes of practice
issued by any (data protection) Authorities from time to time;


 


“Data
Room” means the electronic data room (Drop Box) prepared by the Seller and the Parent in relation to the Company and
the Business, to which the Purchaser and its advisers have had access from 1 January 2021 until the Business Day that falls prior
to the Signing Date, the contents of which are recorded on the Data Room USB, and listed in an index attached hereto as schedule
11;


 


“Data
Room USB” means a secured USB on which all the documents in the Data Room as at the Business day that falls prior to
the Signing Date have been recorded (a copy of which has, for evidential purposes, been delivered to the Purchaser and the Purchaser’s
lawyers immediately before the signing of this agreement);


 


“DCC”
means the Dutch Civil Code (Burgerlijk Wetboek);


 


“Debt”
means all interest bearing debt of the Company at the Completion Date, including the line-items as set out in schedule 3 and
for the avoidance of doubt, the amount of Cash Backed Deferred Income, any and all royalty payables relating to Image Space Incorporated,
any Inter-Group Payables but excluding Working Capital trade payables;


 


“Deed
of Transfer” means the notarial deed of transfer of the Shares, a draft of which is in the agreed form attached as schedule
5;


 


“Deed
of Pledge” means the notarial deed of pledge in respect of the Pledged Shares for the benefit of the Seller, a draft
of which is in the agreed form attached as schedule 6 (part 1);


 


“Defaulting
Party” has the meaning given in clause 7.7;


 


“Deferred
Payment” has the meaning given in clause 3.3(b);


 




    	Project Speedway – SPA	4



    	 



    




 


“Disclosed
Information” means any and all information in writing included or otherwise provided or made available in (i) this Agreement,
(ii) the Data Room, provided that the Data Room folders 5 (IP), 6.10 (Subcontractors) and 7 (Employees) shall
be explicitly excluded from the Disclosed Information, (iii) the written answers provided to the Purchaser or any of its professional
advisers during the due diligence process, as recorded on the Data Room USB;


 


“Dividend
Payment” means the amount of EUR 120,535 to be distributed by the Company to the Seller prior to Completion;


 


“DLA
Piper Nederland” means DLA Piper Nederland N.V. at Amstelveenseweg 638 (1081 JJ) Amsterdam, the Netherlands;


 


“Dutch
Trade Register” means the trade register of the Dutch Chamber of Commerce (Kamer van Koophandel);


 


“Employees”
means all employees of the Company, comprising of the Dutch Employees and the German Employees as listed in schedule 13 (part
1 and 3);


 


“Employment
Agreements” means the employment agreements to be entered into by the Key Persons and the Transferring UK Employees,
substantially in the forms as attached hereto as schedule 14;


 


“Encumbrance”
means any encumbrance or security interest whatsoever including any mortgage, pledge, right of pre-emption, option, conversion
right, title retention, attachment and any other preferential right, agreement or arrangement having similar effect;


 


“Fairly
Disclosed” means that the relevant facts and circumstances regarding a matter:


 


	 	(a)	clearly
    appear from the Disclosed Information in such manner and to the extent that its existence, nature, scope, impact and effect
    on the Business and/or the Company should reasonably have been clear to and known by the Purchaser (and its advisers) after
    a face value reading of the documents without needing to ask for further information or documents; and
	 	 	 
	 	(b)	which
    have been included in such sections of the Data Room where such information can reasonably be expected to be located, always
    provided that where reference is made to a (particular part of a) document, but that document has not been provided in the
    Disclosed Information, such reference and (particular part of a) document shall not be deemed to be Fairly Disclosed;


 


“Fundamental
Warranties” means the Seller Warranties set out in schedule 7 (part 1);


 


“Insurance
Policies” has the meaning given in 12 paragraph of schedule 7;


 


“Intellectual
Property Rights” means all past, present and future rights of the following types, which may exist or be created under
the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including copyrights, exploitation
rights, moral rights, neighboring rights; (b) trademarks; (c) trade names; (d) domain names; (e) designs; (f) patents and patent
applications; (g) database rights and other rights in compilations of data; (h) trade secret rights and other rights in proprietary
confidential or undisclosed information or know-how; (i) any other proprietary rights in intellectual or industrial property whether
or not registered; (j) rights in or relating to registrations, renewals, extensions, continuations, continuations in part, combinations,
divisional applications, and reissues of, applications for; (k) and any privileges, ancillary rights and any rights arising from
any prior use in connection with, any of the rights referred to in clauses (a) through (j) above, including the right to initiate
any proceeding against a third party as a result of any past, present or future infringement or misappropriation by such third
party and also including any goodwill related to any of the foregoing;


 




    	Project Speedway – SPA	5



    	 



    




 


“Inter-Group
Payables” means all amounts owed by the Company to any member of the Seller Group on the Completion Date, including
as set out in schedule 4;


 


“Inter-Group
Receivables” means all amounts owed by a member of the Seller Group to the Company on the Completion Date, including
as set out in schedule 4;


 


“IP
Warranties” means the Seller Warranties in relation to the Business IPR set out in schedule 7 (part 2);


 


“IT
Systems” has the meaning given in paragraph 5.1 of schedule 7;


 


“Key
Persons” means Marcel Offermans, Dom Duhan and Richard van der Laan;


 


“NAI”
has the meaning given in clause 17.2;


 


“Non-Defaulting
Party” has the meaning given in clause 7.7;


 


“Notary”
means a civil-law notary (notaris) of Zuidbroek Notarissen or substitute in office;


 


“Notary’s
Bank Account” means the bank account in the name of Zuidbroek BV Derdengelden (US dollar account) with IBAN details:
[***];


 


“Notary
Letter” means a notary letter in customary form setting out the closing mechanics and flow of funds at Completion, substantially
in the form as attached hereto as schedule 10;


 


“Open
Source Software” means any software that contains, or is derived (in whole or in part) from any software that is distributed
as free software, open source software or similar licensing or distribution models, or that requires that the software covered
by the license or any software incorporated into, based on, derived from or distributed with such software (i) be disclosed, distributed
or made available in source code form, or (ii) be licensed under the terms of any open source software license, or which is subject
to any license meeting the definition of “Open Source” promulgated by the Open Source Initiative, available online
at http://www.opensource.org/osd.html (including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL),
Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License
(SCSL) the Sun Industry Standards License (SISL) and the Apache License);


 


“Pension
Arrangement” has the meaning given in paragraph 17 of schedule 7;


 


“Person”
means any individual, corporation, partnership, trust, joint venture, limited liability company, association, organization,
other entity or Authority;


 


“Pledged
Shares” has the meaning given in clause 3.4;


 


“Purchase
Price” has the meaning given in clause 3.1;


 


“Purchaser
Group” means each or any of the Purchaser, any holding company of the Purchaser, any subsidiary of the Purchaser and
any subsidiary of any such holding company, including the Company from Completion;


 




    	Project Speedway – SPA	6



    	 



    




 


“Relevant
Asset” has the meaning given in clause 6.15;


 


“Relief”
includes any loss, allowance, depreciation, amortisation, credit, relief, exemption, deduction or set-off or other relief
of a similar nature granted by or available in relation to Tax, and any right to a repayment of or saving of Tax;


 


“rF2”
means the high-end racing simulation game, including – but not limited to – the rF2 Brand, rF2 Content and rF2
Software, excluding third party content subject to Third Party Licenses described in the rF2 Partnership and Assignment Agreement;


 


“rF2
Brand” means any signs, logo’s, designs, trade names, trademarks (whether registered or unregistered, verbal or
figurative) or other materials or terms used in conjunction with rF2, including – but not limited to – (a) the terms
“rFactor”, “rF”, “rFactor 2”, “rF2” or similar, (b) associated domains, URLs or
websites and (c) the logo depicted below:


 





 


“rF2
Content” means the content available in rF2, including all documents and materials and consisting of, amongst others,
descriptions of race circuits, vehicles and vehicle components;


 


“rF2
Partnership and Assignment Agreement” means the agreement (including its annexes) entered into between Image Space Inc.
and the Parent, dated 22 August 2016 (true, complete and accurate details of which have been provided to the Purchaser in the
Data Room (reference no. GT LEGAL 5.5));



“rF2 Software” means advanced software technology for the purpose of racing and driving simulation and entertainment,
which allows for in-depth vehicle and race customization and advanced physics simulation of racing (including e.g. aspects such
as dynamic track conditions, chassis flex, suspension geometry, wheel rates, tire wear as well as other handling characteristics),
including but not limited to any use thereof on common platforms such as PC, console, mobile, handheld, VR-headsets, cloud gaming
services and similar and including esports which incorporates playing as well as viewing and broadcasting, remote services and
networked play both local and over the Internet and similar. The rF2 Software includes (a) all updates, upgrades, releases and
versions thereof, including the source code and object code, (b) all other works or material recorded or embodied in the software,
including the audio or visual content in any screen displays in the user interface and (c) all functional and technical documentation
(whether in human or machine readable form) relating to the rF2 Software, including all operating manuals, user instruction manuals
and training materials as well as documents associated with the creation, design, development or modification of the rF2 Software,
including technical or functional specifications, flow charts, algorithms, diagrams, data models, build instructions, testing
or configuration documentation and technical data;


 


“Seller
Group” means each or any of the Seller, any holding company or ultimate beneficial owner of the Seller, any subsidiary
of the Seller and any subsidiary of any such holding company or ultimate beneficial owner and all their Affiliates (including,
for the avoidance of doubt, each of the entities set forth in schedule 1 (part 2)), excluding the Company from Completion;


 




    	Project Speedway – SPA	7



    	 



    




 


“Seller
Knowledge” means the knowledge of the Seller, which shall be deemed to include the knowledge of each of the members
of the management board of the Company and the Parent (statutair bestuurders), the Shareholders and the Key Persons;


 


“Seller
Warranties” means the representations and warranties given by the Seller in clause 8 and set out in schedule 7, for
the avoidance of doubt consisting of the Fundamental Warranties, the IP Warranties, the Business Warranties and the Tax Warranties;


 


“Seller
Warranty Breach” means a breach of any of the Seller Warranties;


 


“Shares”
has the meaning given in recital A;


 


“Shareholders”
means each of (i) Hans Bossenbroek (60,5%), (ii) John Merrell (20,4%), (iii) Laurens Miedema (7,9%) and (iv) Jeroen Bouvrie
(5,0%);


 


“Shareholders’
Companies” means each of the personal holding companies of the Shareholders, being (i) Hana-Bi B.V. (60,5%), (ii) Illac
Holdings B.V. (20,4%), (iii) CruXBA B.V. (7,9%) and (iv) Bassline B.V. (5,0%);


 


“Signing
Date” means the date of signing of this agreement (EST);


 


“Specific
Indemnities” has the meaning given in clause 11;


 


“Tax”
means (i) all forms of taxes, levies, duties, imposts, social security charges, health security contributions, any other contributions
or charges and withholdings of any nature whatsoever, whether direct or indirect, including without limitation corporate income
tax, wage withholding tax, social security premium, value added tax, premiums or other contributions, consumption taxes, environmental
taxes, (real estate) transfer tax, property tax, capital tax, energy tax, waste tax, import, export, custom and other duties,
including all penalties, additions, interest, damage, fines, costs and expenses relating to any of them, any repayment of unlawful
state aid in relation thereto, whether disputed or not and regardless of whether these items are chargeable directly or primarily
against or attributable directly or primarily to any other person and of whether any amount in respect of any of them is recoverable
from any other person; (ii) any liability for the payment of any amounts of the type described in clause (i) of this sentence
as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Tax period, and (iii)
any liability for the payment of any amounts of the type described in clause (i) or (ii) of this sentence as a result of being
a transferee of or successor to any person, as a result of any express or implied obligation to assume such Taxes or to indemnify
any other person, or by contract or operation of law;


 


“Tax
Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for
the administration and/or collection of Tax or enforcement of any law in relation to Tax;


 


“Tax
Benefit” means any Tax Refund actually received by the Company and any reduction of Tax actually due by the Company;


 


“Tax
Covenant” means schedule 8;


 


“Tax
Indemnities” has the meaning given in paragraph 2 of schedule 8;


 


“Tax
Warranties” means the Seller Warranties set out in part 4 of schedule 7;


 


“Term
Sheet” has the meaning given in recital C;


 




    	Project Speedway – SPA	8



    	 



    




 


“Third
Party Claim” has the meaning given in clause 9.2;


 


“Third
Party Licenses Cars and Tracks” means each of the contracts with third party licensors from vehicle manufacturers and
tracks used in rF2, including the contracts with the parties listed in schedule 15 (part 1);


 


“Transaction”
means the transactions contemplated by this agreement;


 


“Transferring
UK Employees” means all employees employed by the Seller Group and seconded to the Company prior to Completion, transferring
to the Company as from Completion, as listed in schedule 12 (part 2);


 


“VAT”
means, within the European Union, such Tax as may be levied in accordance with Directive 2006/112/EC, and outside the European
Union, any Tax levied by reference to added value, or sales and/or consumption; and


 


“Working
Capital” means the current assets (kortlopende activa) (including the amount of trade debtors (handelsdebiteuren)
of the Company at the Completion Date) minus all current liabilities (kortlopende passiva) (including the amount of trade
creditors (handelscrediteuren) and work in progress of the Company at the Completion Date) of the Company at the Completion
Date, and, for the avoidance of doubt, excluding all items that are already being taken into account in the determination of Cash
and Debt.


 


	1.2	In
    this agreement, unless the context requires otherwise, a reference to:


 


	 	(a)	legislation
    or a legislative provision includes reference to the legislation or legislative provision as amended or re-enacted, any legislation
    or legislative provision which it amends or re-enacts and any legislation made under or implementing it, in each case for
    the time being in force (whether before, on or after the date of this agreement);
	 	 	 
	 	(b)	Dutch
    legal concepts, articles or provisions shall be deemed to include the same or similar concepts, articles or provisions of
    other jurisdictions (provided that English language words are used to describe Dutch legal concepts only, so that the consequences
    of using such words under any law other than Dutch law shall be disregarded);
	 	 	 
	 	(c)	“law(s)”
    means any applicable law and any binding rule or regulation of any Authority;
	 	 	 
	 	(d)	the
    Parties includes their respective successors, authorised assigns and personal representatives;
	 	 	 
	 	(e)	any
    party to this agreement comprising more than one person includes each person constituting that party;
	 	 	 
	 	(f)	any
    gender includes all genders, and the singular includes the plural (and vice versa);
	 	 	 
	 	(g)	any
    time of day or date is to that time or date in Amsterdam and to a day, a month or a year are to a calendar day (unless Business
    Days are specified), a calendar month or a calendar year respectively;
	 	 	 
	 	(h)	“EUR”,
    “Euro” or “€” means euro, the official currency of the European Union;
	 	 	 
	 	(i)	“USD”,
    “dollar” or “$” means US Dollar, the official currency of the United States;


 




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	 	(j)	“includes”
    or “including” means “including but not limited to”;
	 	 	 
	 	(k)	a
    person includes any individual, firm, company, government, state or agency of a state or any joint venture, association or
    partnership (whether or not being a separate legal entity);
	 	 	 
	 	(l)	a
    document being in writing or written includes any method of representing or reproducing words in a legible form; and
	 	 	 
	 	(m)	“agreed
    form” is to a document in the terms agreed between the Parties and for identification purposes only signed or initialled
    by them or on their behalf on or before the date of this agreement.


 


	1.3	For
    the purposes of applying a reference to a monetary sum expressed in EUR or USD (as the case may be) in this agreement, the
    corresponding amount in USD or, respectively, EUR (as the case may be) converted at the average of the closing mid-point spot
    rates for a transaction between the relevant currencies as quoted by Fxtop Currency Converter (at https://fxtop.com/en/historical-exchange-rates.php?A=1&C1=EUR&C2=USD&DD1=01&MM1=04&YYYY1=2016&B=1&P=&I=1&DD2=30&MM2=04&YYYY2=2016&btnOK=Go%21)
    as at the close of business on each of the 5 Business Days immediately preceding the Signing Date, which is USD 1.174 per
    EUR 1.
	 	 
	1.4	The
    schedules, the appendices and any other attachments to this agreement form an integral part of this agreement and shall have
    the same force and effect as if expressly set out in the body of this agreement. Any reference to this agreement shall include
    the schedules, the appendices and any other attachments to it.
	 	 
	1.5	The
    contents list and headings are meant for ease of reference only and shall not affect the construction or interpretation of
    this agreement.
	 	 
	1.6	Unless
    the context requires otherwise, any reference in this agreement to a clause, schedule or appendix is to a clause of or schedule
    or appendix to this agreement, any reference to a part or paragraph is to a part or paragraph of a schedule to this agreement,
    any reference within a schedule to a part is to a part of that schedule, and any reference within a part of a schedule to
    a paragraph is to a paragraph of that part of that schedule.
	 	 
	1.7	No
    provision of this agreement shall be interpreted against a Party solely as a result of the fact that such Party was responsible
    for the drafting of such provision, acknowledging the fact that representatives of all Parties have participated in the drafting
    and negotiation of this agreement.


 


	2.	SALE
    AND PURCHASE OF SHARES
	 	 
	2.1	Subject
    to the terms and conditions of this agreement, the Seller hereby sells to the Purchaser and the Purchaser hereby purchases
    from the Seller the Shares.
	 	 
	2.2	On
    Completion, the Seller shall transfer the Shares to the Purchaser free of any Encumbrances and together with all rights attaching
    or accruing to them.
	 	 
	2.3	Subject
    to Completion, the Shares shall be for the economic risk and account (voor rekening en risico) of the Purchaser from
    Completion.


 




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	2.4	Each
    of the Seller and the Parent:


 


	 	(a)	covenants
    with the Purchaser that the Seller has the right to transfer or to procure the transfer of the full legal and beneficial interest
    in such Shares to the Purchaser on the terms set out in this agreement; and
	 	 	 
	 	(b)	waives
    any right of pre-emption or other restriction on transfer in respect of such Shares or any of them, and agrees to procure
    on Completion the irrevocable waiver of any such right or restriction conferred on any other person.


 


	3.	PURCHASE
    PRICE AND PAYMENT
	 	 
	 	Purchase
    Price
	 	 
	3.1	The
    purchase price for the Shares, as agreed between the Purchaser and the Seller on the basis of the Closing Balance Sheet shall
    be: USD 16,000,000 (being the Debt/Cash-free Purchase Price) (“Purchase Price”).
	 	 
	 	Payment
	 	 
	3.2	The
    Purchase Price shall be paid as follows:


 


	 	(a)	80%
    of the Purchase Price, being: USD 12,800,000, shall be paid in cash in USD at Completion by the Purchaser (“Completion
    Payment”) in accordance with clause 7.5;
	 	 	 
	 	(b)	20%
    of the Purchase Price, being: USD 3,200,000, shall be paid in cash in USD on the day that falls one year after Completion
    (“Deferred Payment”) by electronic transfer to a bank account designated by the Seller.


 


	3.3	The
    Seller undertakes to put the Company in sufficient funds (from its proceeds of the Completion Payment) at Completion by way
    of share premium contribution (agio storting) so as to enable the Company to (and the Seller shall procure that the
    Company shall), on Completion, fully settle the Buy-Out Royalty Payment to Image Space Incorporated in accordance with clause
    7.5.
	 	 
	3.4	To
    secure payment by the Purchaser of the Deferred Payment, the Purchaser will grant a right of pledge (pandrecht) on
    20% of the Shares, numbered 1 through 20 (“Pledged Shares”) by means of execution of the Deed of Pledge
    at Completion. The voting rights attached to the Pledged Shares will be transferred to the Seller if and to the extent that
    the Purchaser has not paid the Deferred Payment within 30 Business Days following receipt of Seller’s notice of default
    that the Deferred Payment has fallen due in accordance with clause 3.3(b).


 


	4.	CONDITIONS
    to completion
	 	 
	 	Conditions
	 	 
	4.1	The
    obligation of the Purchaser to effect Completion is subject to the satisfaction or waiver (as the case may be) of the following
    conditions precedent (opschortende voorwaarden) (the “Conditions”):


 


	 	(a)	the
    Company having acquired full ownership and title to all Intellectual Property Rights or other rights vesting in rF2, the rF2
    Brand, rF2 Content and rF2 Software and in any derived or amended racing and driving simulation games or software applications
    thereof without any Encumbrance by way of transfer and/or assignment from all relevant parties, including by:
	 	 	 	 
	 	 	(i)	the
    Company and Image Space Incorporated having executed the Deed of Assignment, substantially in the form attached as schedule
    14 (part 1) in consideration of the Buy Out Royalty Payment; and
	 	 	 	 
	 	 	(ii)	each
    of the relevant members of the Seller Group (including the Seller, the Parent, Luminis UK Limited and Luminis Technologies
    B.V.) and the Company having executed the Deed of Assignment in schedule 14 (part 2);


 




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	(b)	the
    Company having received a Change of Control Consent from each counterparty to the Third Party Licenses Cars and Tracks as
    attached as schedule 15 (part 2) (“Change of Control Consent”);
	 	 
	(c)	the
    Purchaser having, on behalf of the Company by way of power of attorney, filed a trademark application (word and figurative)
    in respect of “RFactor2” and “rF2” with the Benelux trademark registry in name of the Company;
	 	 
	(d)	the
    Seller having obtained from Rabobank (i) a release letter for the Company regarding the joint and several liability arising
    from the credit agreement of the Seller Group with Rabobank and (ii) confirmation that all Encumbrances on the Shares and/or
    the Business (as the case may be) have been released;
	 	 
	(e)	the
    Seller having delivered the (i) Employment Agreements signed by each of the Key Persons and (ii) acceptance in writing, substantially
    in the form as attached as schedule 13
    (part 2), from each of the Transferring UK Employees (other than Dom Duhan, who will have signed the Employment Agreement
    pursuant to (i) above) acknowledging the transfer of their current employment contract to the Company;
	 	 
	(f)	no
    Seller Warranty Breach has occurred; and
	 	 
	(g)	no
    breach of the pre-completion covenants set out in clause 5 has occurred.


 


Responsibility
for satisfaction and information


 


	4.2	The
    Seller shall use its best efforts to satisfy Conditions set out in clause 4.1 as soon as possible after the Signing Date.
	 	 
	4.3	The
    Seller shall keep the Purchaser informed of the process of satisfying the Conditions and shall immediately provide a status
    update upon the reasonable request of the Purchaser.
	 	 
	 	Notice
    and waiver
	 	 
	4.4	The
    Seller shall notify the Purchaser immediately upon becoming aware (i) that a Condition has been satisfied or (ii) of anything
    that will or may prevent any of the Conditions from being satisfied. The Seller shall provide all relevant documentation evidencing
    that such Condition has been fulfilled or is not being able to be fulfilled.
	 	 
	4.5	The
    Conditions in clause 4.1 are for the sole benefit of the Purchaser and can only be waived by the Purchaser in writing to the
    Seller. Any waiver shall be without prejudice to any other rights or remedies such Party may have, including the right to
    claim damages.
	 	 
	4.6	In
    the event that, between the Signing Date and the anticipated Completion Date the Purchaser decides to (partially) waive the
    Condition contained in 4.1(b) in order for Completion to take place, the Purchaser has the right to request the Seller following
    Completion to, upon which the Seller shall procure that any relevant member of the Seller Group shall, use commercially reasonable
    efforts to obtain any of the outstanding Change of Control Consents from any of the Third Party Licenses Cars and Tracks.
	 	 
	 	Long
    stop date
	 	 
	4.7	If
    any of the Conditions set out in clause 4.1 are not satisfied or waived before 30 April 2021 23:59 CET, this agreement may
    be terminated by the Purchaser by written notice to the Seller and the Parent.
	 	 
	 	No
    compensation
	 	 
	4.8	Upon
    termination in accordance with clause 4.7 and if no breach of this agreement has occurred, then neither Party shall be entitled
    to claim any compensation for damage, costs or expenses nor specific performance.


 


	5.	Pre-completion
    covenants
	 	 
	 	Operation
    of the Business
	 	 
	5.1	Subject
    to clause 5.2, the Seller shall procure that the Company shall continue to operate its Business in the ordinary course of
    business, consistent with past practice, while preserving good customer and supplier and other third party relations.
	 	 	 
	 	Restrictions
    between Signing and Completion
	 	 	 
	5.2	Between
    the Signing Date and Completion, the Seller shall procure that the Company shall not or shall not agree to (whether conditionally
    or not), without the Purchaser’s prior written consent:
	 	 	 
	 	(a)	reclassify,
    split (splitsing van aandelen, samenvoeging van verschillende klassen van aandelen), repay, recapitalise (omzetting
    reserves in aandelenkapitaal), repurchase, adjust the par value of or pay out stock dividend, of any shares or other ownership
    interests of the Company (except for the Dividend Payment);
	 	 	 
	 	(b)	create,
    allot, issue, pledge, dispose of or encumber any of its shares, ownership interests or voting securities, or any warrants,
    convertible securities or other rights of any kind to acquire or receive any of its shares, any other of its ownership interests
    or any of its voting securities, or issue any instruments that give rise to a right of the holder to obtain any of its shares,
    ownership interests or voting securities;
	 	 	 
	 	(c)	except
    for the Dividend Payment, declare, set aside, make or pay any dividend or make any equity distribution to its shareholders;
	 	 	 
	 	(d)	adopt
    any resolution of its shareholders or any class of its shareholders pertaining to its share capital, whether in general meeting
    or otherwise;
	 	 	 
	 	(e)	amend
    or otherwise change any of its constitutional or other corporate governing documents;
	 	 	 


 




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	 	(f)	change
    its accounting procedures, principles or practices other than any changes required by the applicable laws;
	 	 	 
	 	(g)	acquire
    (by merger, consolidation or acquisition of stock or assets) or dispose of any corporation, partnership or other business
    organisation or division of it or any equity interest in it;
	 	 	 
	 	(h)	set
    up or dispose of any branch or subsidiary or enter into, terminate or amend any joint venture agreement or other form of partnership
    agreement;
	 	 	 
	 	(i)	dispose
    of or grant any option or right of pre-emption in respect of any of its assets;
	 	 	 
	 	(j)	enter
    into, amend or terminate any contract with a term in excess of 12 months or enters into any contract which is or can reasonably
    be expected to be loss making;
	 	 	 
	 	(k)	make
    any investments or incur any capital expenditures;
	 	 	 
	 	(l)	grant
    any material loans, advances or capital contributions to, or investments in, any other person;
	 	 	 
	 	(m)	incur
    any additional indebtedness, or issue any debt securities or assume, guarantee or endorse any material obligations of any
    other person;
	 	 	 
	 	(n)	permit
    any of its insurances to expire or terminate any of them, or do anything which would make any insurance policy void or voidable;
	 	 	 
	 	(o)	settle,
    withdraw or initiate any legal proceedings or other disputes;
	 	 	 
	 	(p)	make
    any changes to the terms of employment or engagement, as the case may be, of any of its employees, independent contractors
    or board members, employ any new person, or terminate (except for good cause) the employment of any employee or set up or
    amends any pension scheme or awards any pension rights;
	 	 	 
	 	(q)	enter
    into, terminate or amend any collective agreements or other arrangements with unions or other employees’ representatives
    or decide to implement any collective dismissals;
	 	 	 
	 	(r)	implement
    or propose any change or additions to any pensions scheme or grant or create any additional retirement, death, or disability
    benefit other than as required by applicable laws or the existing collective agreements;
	 	 	 
	 	(s)	cancel
    any debt or otherwise waives any claim or other right;
	 	 	 
	 	(t)	cancel
    or terminates any insurance policy that provides cover for risks relating to the Company’s business;
	 	 	 
	 	(u)	amend,
    revoke or re-submit any Tax Return which has previously been submitted to a Tax Authority, adopt or change any Tax accounting
    method, or amend, disclaim or revoke any Relief relating to Tax or any claim, surrender or election relating to Tax which
    has previously been received or submitted or notified to any Tax Authority or otherwise given effect pursuant to applicable
    law;


 




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	 	(v)	settle,
    compromise, agree or materially negotiate any audit, enquiry, assessment, dispute or litigation relating to Tax with any Tax
    Authority, surrender any claim to a Tax Benefit, enter into any closing agreement or similar agreement with any Tax Authority,
    or consent to any extension or waiver of the limitation period relating to Tax;
	 	 	 
	 	(w)	change
    its residence for Tax purposes;
	 	 	 
	 	(x)	acquire
    or dispose of any real property or interest in real property;
	 	 	 
	 	(y)	acquire
    or dispose of any Intellectual Property Rights; or
	 	 	 
	 	(z)	acquire
    of dispose of any other asset (except in the ordinary course of business).


 


Information
and access


 


	5.3	Between
    the Signing Date and Completion, the Seller shall procure that the Company shall (subject to its confidentiality obligations
    and to the extent permitted by applicable laws):
	 	 	 
	 	(a)	keep
    the Purchaser informed about matters of material importance to the Business and any matter which would constitute a Seller
    Warranty Breach if the Seller Warranties were repeated at Completion;
	 	 	 
	 	(b)	promptly
    provide such information about the Business and its assets and affairs to the Purchaser as it reasonably requests; and
	 	 	 
	 	(c)	allow
    the Purchaser and its representatives reasonable access to its premises, books and records and employees during normal business
    hours,
	 	 	 
	 	to
    enable the Purchaser to monitor the Seller’s compliance with its obligations under this agreement and to assist the
    transition of the management and operation of the Company to the Purchaser from Completion.


 


	6.	Group
    separation issues
	 	 
	 	Seller
    Group relations and inter-group payables and receivables
	 	 
	6.1	The
    Seller shall procure that all contractual relationships between the Company on the one hand, and any member of the Seller
    Group on the other hand, are terminated with effect from Completion at no cost to the Company.
	 	 
	6.2	The
    Seller undertakes to procure that, by no later than Completion, all Inter-Group Payables and Inter-Group Receivables (including
    any accrued interest) are fully and finally settled and discharged by the Company and the relevant members of the Seller Group.
    The payments required to settle the Inter-Group Payables and Inter-Group Receivables may be aggregated and discharged by way
    of set-off.
	 	 
	 	Company
    receivables
	 	 
	6.3	If
    any member of the Seller Group at any time before or after Completion receives any monies in respect of any goods or services
    supplied by the Company, then the Seller shall pay an equal to the amount so received by that member of the Seller Group to
    the Purchaser (or any other member of the Purchaser Group as directed by the Purchaser) within 15 Business Days of receipt
    thereof by the relevant member of the Seller Group.


 




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	 	Guarantees
	 	 
	6.4	The
    Seller undertakes to procure that, by no later than Completion, any and all guarantees and indemnities given by the Company
    to any person or party, are fully and finally released and terminated.
	 	 
	 	Rabobank
    facility
	 	 
	6.5	Prior
    to Completion, the Seller shall obtain from Rabobank (i) a release letter for the Company regarding the joint and several
    liability arising from the credit agreement of the Seller Group with Rabobank and (ii) confirmation that all Encumbrances
    on the Shares and/or the Business (as the case may be) have been released.
	 	 
	 	Insurance
	 	 
	6.6	Provided
    that the Company is covered by the Motorsport Games umbrella insurance policy as from Completion, the Seller shall procure
    that the Parent’s master insurance agreement is terminated in respect of the Company as per Completion with no remaining
    (payment) obligations or liabilities.
	 	 
	 	Accounting
    administration/back-office services
	 	 
	6.7	Between
    the Signing Date and Completion and for the period after Completion necessary for the Purchaser to transition, integrate and
    onboard the Company’s operations into the Purchaser Group, the Seller and the Parent shall procure that the relevant
    members of the Seller Group shall – upon reasonable request of the Purchaser – be available for any form of assistance
    necessary to transition, integrate and onboard the Company’s operations into the Purchaser Group, including with respect
    to accounting administration and back-office services.
	 	 
	 	Pension
    scheme
	 	 
	6.8	The
    Seller shall procure that, as from Completion, the Parent’s collective pension scheme assured with Nationale Nederlanden
    is duplicated into a separate pension scheme for the Company’s Transferring UK Employees under the same terms and conditions.
	 	 
	 	Transferring
    UK Employees
	 	 
	6.9	The
    Parties acknowledge and agree that it is contemplated that the Transferring UK Employees will transfer to Motorsport Games
    Limited at the Completion Date. Pursuant to clause 4.1(e), the Seller shall procure that the Transferring UK Employees will
    accept in writing the transfer of their current employment contract to the Company. Between the Signing Date and Completion,
    the Seller shall use reasonable commercial efforts to procure that the Transferring UK Employees will enter into an Employment
    Agreement with Motorsport Games Limited as from Completion.
	 	 
	6.10	Other
    than the Transferring UK Employees, the Seller Group has no employees who are dedicated to or predominantly working in the
    Business and whose rights and obligations under their employment agreement would transfer to the Company on the basis of section
    7:662 et seq. of the DCC as a result of the Transaction.


 




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Business
IPR


 


	6.11	To
    the extent that:
	 	 	 
	 	(a)	any
    Business IPR has not been assigned and legally transferred (in full or in part) by the Parent, the Seller or any other member
    of the Seller Group to the Company prior to Completion, this agreement shall be deemed a deed of transfer with respect to
    such Business IPR to be assigned or transferred from the Parent or the Seller to the Company;
	 	 	 
	 	(b)	the
    assignment or transfer of any Business IPR to the Company requires any additional act of the Parent, the Seller or any other
    member of the Seller Group (as the case may be) prior to Completion or thereafter, the Parent and the Seller shall (and shall
    procure that any other member of the Seller Group shall) promptly perform such acts as necessary to ensure the assignment
    or transfer to the Company;
	 	 	 
	 	(c)	any
    further legal act or service be required or desired following Completion with regard to the assignment and transfer of the
    Business IPR, the Parent and the Seller hereby grant (and shall procure that any other member of the Seller Group shall grant)
    an unconditional and irrevocable power of attorney authorizing the Purchaser, with power of substitution, to perform such
    acts and to sign all deeds and documents or perform or cause to be performed all acts of service necessary to that end; and
	 	 	 
	 	(d)	it
    appears after Completion that any (part) of the Business IPR has not been assigned and legally transferred (in full or in
    part) by any third party to the Company, the Parent and the Seller shall (and shall procure that any other member of the Seller
    Group shall) procure that such third party assigns and transfers such remaining Business IPR to the Company or, at the Purchaser’s
    discretion, any member of the Purchaser Group.
	 	 	 
	 	Books
    and records
	 	 	 
	6.12	During
    the 2 years period following Completion, each of the Parent and the Seller shall procure that all material records, papers,
    documents and data in the possession, custody or control of the Seller or any member of the Seller Group, to the extent relating
    to the Business IPR, the Business or the affairs of the Company, be deemed to be the property of, and shall be held on behalf
    of, the Company and any such items shall be delivered or made available to the Company immediately upon request by the Purchaser;
	 	 	 
	 	Company’s
    names and marks
	 	 	 
	6.13	Each
    of the Seller and the Parent undertakes and covenants to the Purchaser that, as soon as reasonably practicable after Completion
    and in any event within one month after the Completion Date, each member of the Seller Group whose corporate name or trade
    name includes the word “Studio397”, “397”, “rFactor”, “rFactor2”, “rF”,
    “rF2” (or any word which, in the reasonable opinion of the Purchaser is substantially or confusingly similar to
    those words) changes its name to remove them and will permanently cease and desist from any such use.
	 	 	 
	 	Wrong
    pockets
	 	 	 
	6.14	Each
    of the Seller and the Parent undertakes to the Purchaser that, if the Seller, the Parent or any other member of the Seller
    Group owns any asset which, at any time during the period of 12 months ending on the Completion Date, was used by the Company
    in carrying out the Business (“Relevant Asset”), then the Seller and the Parent shall (and shall procure
    that the Seller Group shall):
	 	 	 
	 	(a)	if
    the Relevant Asset was used exclusively by the Company in carrying the Business, do all such things and/or execute and deliver
    all such documents as may be necessary to transfer the Relevant Asset absolutely to the Purchaser or the Company (as the Purchaser
    shall so direct, and being the “Asset Recipient”) for nil consideration, and, pending such transfer, the
    Relevant Asset shall be held on trust for the Asset Recipient; or


 




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	 	(b)	otherwise,
    do all such things and/or execute and deliver all such documents as may be necessary to grant to the Asset Recipient a royalty
    free, non-exclusive, perpetual, assignable, irrevocable, worldwide licence (with a right to sub license) to use the Relevant
    Asset,


 


provided
that if any third party consent or approval is required for the transfer of, or the grant of the licence in relation to, the Relevant
Asset to be legal, valid or enforceable, then the Seller and the Parent shall (and shall procure that the Seller Group shall)
use its best endeavours to obtain that consent or approval as soon as reasonably practicable, upon which the Relevant Asset shall
be transferred to the Asset Recipient under clause 6.15(a) or a licence shall be granted to the Asset Recipient under clause 6.15(a),
as the case may be.


 


	7.	COMPLETION
	 	 
	 	Completion
    actions and deliverables
	 	 
	7.1	Completion
    shall take place on the Completion Date at the offices of the Notary.
	 	 
	7.2	On
    or prior to the day that is two Business Days prior to the Completion Date, the Purchaser shall and the Seller shall sign
    the Notary Letter as required.
	 	 
	7.3	On
    the Completion Date, the Parties shall, and the Seller shall procure that the Company shall take all actions and execute or
    ensure the execution of all such documents, as reasonably deemed necessary or appropriate by the Purchaser to fully effect
    the Transaction, including the following legal actions and steps:
	 	 	 	 
	 	(a)	by
    no later than 10.00 am on the Completion Date, the Purchaser shall pay or procure payment of the Completion Payment by electronic
    transfer to the Notary’s Bank Account;
	 	 	 
	 	(b)	the
    Seller and the Parent shall confirm that the Conditions have either been satisfied or waived in accordance with the provisions
    of clause 4, and the Seller or the Parent (as the case may be) shall deliver to the Purchaser copies of all such documents
    executed pursuant to the clause 4.1, to the extent applicable, in respect of the satisfaction of those Conditions that have
    not been waived;
	 	 	 
	 	(c)	the
    Seller shall deliver to the Notary (with a copy to the Purchaser) the written resignation letter of the Parent, substantially
    in the form attached as of schedule 9 (part 1), resigning as managing director (statutair bestuurder) of the Company;
	 	 	 
	 	(d)	the
    Seller shall adopt a written shareholder’s resolution:
	 	 	 
	 	 	(i)	accepting
    the resignation referred to in clause 7.3(c); and
	 	 	 	 
	 	 	(ii)	appointing
    one or more persons (or a legal entity) nominated by the Purchaser as managing director(s) (statutair bestuurder) of
    the Company; and
	 	 	 	 
	 	 	(iii)	amending
    the articles of association of the Company, substantially in the form as attached as schedule 9 (part 3),


 




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substantially
in the form attached as schedule 9 (part 2);


 


	 	(e)	the
    Seller and the Purchaser shall instruct the Notary to transfer the Shares to the Purchaser by executing the Deed of Transfer;
    and
	 	 	 
	 	(f)	the
    Seller and the Purchaser shall instruct the Notary to establish a right of pledge on the Pledged Shares for the benefit of
    the Seller by executing the Deed of Pledge.


 


	7.4	Until
    the execution of the Deed of Transfer, the Notary shall hold the Completion Payment on behalf of the Purchaser in accordance
    with the Notary Letter. Upon the execution of the Deed of Transfer, the Notary shall hold the Completion Payment on behalf
    of the Seller in accordance with the Notary Letter. The execution of the Deed of Transfer by the Seller shall be deemed to
    constitute full discharge (kwijting) of the Purchaser’s obligation to pay the Completion Payment.
	 	 
	7.5	The
    Purchaser shall ensure that the Notary shall:
	 	 	 
	 	(a)	transfer
    the Completion Payment minus the Buy-Out Royalty Payment (being: USD [***]) by electronic transfer to a bank
    account designated by the Seller in accordance with the Notary Letter on the first Business Day immediately following the
    Completion Date;
	 	 	 
	 	(b)	transfer
    the Buy-Out Royalty Payment (being: USD [***]) by electronic transfer to a bank account designated by Image Space Incorporated
    in accordance with the Notary Letter on the first Business Day immediately following the Completion Date;
	 	 	 
	 	(c)	register
    the transfer of the Shares and the Pledged Shares in the Company’s shareholders’ register (aandeelhoudersregister)
    and return the shareholders’ register to the Company; and
	 	 	 
	 	(d)	register
    the transfer of the Shares and the change of directors detailed in clause 7.3 with the Dutch Trade Register.
	 	 	 
	7.6	To
    the extent that any of the documents or actions set out in clause 7.3 are executed before Completion, they shall be deemed
    to have been executed at Completion.


 


Consequence
of non-compliance


 


	7.7	If
    any of the Parties fails to comply with any of its obligations under clauses 7.2 or 7.3, on or prior to the Completion Date
    (“Defaulting Party”), then the Seller (in the case of the Purchaser’s non-compliance) or the Purchaser
    (in the case of the Seller’s non-compliance) (“Non-Defaulting Party”) may decide after consulting
    the failing Party and without prejudice to any other right or remedy available to it:
	 	 	 
	 	(a)	to
    effect Completion on the envisaged Completion Date to the extent practicable (to be determined by the Non-Defaulting Party
    in its sole discretion); or
	 	 	 
	 	(b)	to
    set a new date for Completion, occurring in the period between 5 Business Days and 15 Business Days after the date on which
    Completion was envisaged to take place, in which case this clause 7 will also apply to the Completion so deferred.
	 	 	 
	7.8	If
    at the date the deferred Completion as meant in clause 7.7(b) is to be effected, the Defaulting Party fails to comply with
    any of its obligations under clauses 7.2 or 7.3, then the Non-Defaulting Party may (in addition, and without prejudice to
    any other right or remedy available to it) terminate this agreement by giving written notice to the other Party.


 




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	7.9	If
    this agreement is terminated in accordance with clause 7.8, then:
	 	 	 
	 	(a)	the
    Defaulting Party failing to comply with its obligations under clauses 7.2 or 7.3 shall indemnify and hold the Non-Defaulting
    Party harmless from and against any and all losses, costs, charges, expenses, damage, liabilities, actions and legal proceedings
    (including attorney and expert fees and expenses) incurred by the other resulting from such failure; and
	 	 	 
	 	(b)	all
    actions already taken shall be deemed not to have been taken and shall remain without effect or, where appropriate, shall
    be reversed (unless the Parties agree otherwise) and the Parties shall provide their full co-operation to effect any such
    reversal.
	 	 	 
	8.	Seller
    Warranties and breaches
	 	 	 
	 	Seller
    Warranties
	 	 	 
	8.1	The
    Seller warrants (garandeert) to the Purchaser that each of the Seller Warranties is true and accurate on the Signing
    Date and on the Completion Date and that nothing has been omitted which renders any Disclosed Information untrue or inaccurate
    on the Completion Date.
	 	 
	8.2	The
    Seller acknowledges that each of the Seller Warranties being true and accurate is essential for the Purchaser’s decision
    to enter into this agreement on the terms contained in it (including payment of the Purchase Price).
	 	 
	8.3	The
    Parties acknowledge and agree that the Seller Warranties constitute an express allocation of risk between the Purchaser and
    the Seller to the effect that any Seller Warranty being untrue or incorrect is for the account and risk of the Seller. For
    the avoidance of doubt, the Seller hereby waives its rights under section 6:75 of the DCC.
	 	 
	8.4	The
    Seller acknowledges that each of the Seller Warranties is to be interpreted independently and is not limited by any other
    provision of this agreement or any other Seller Warranty. The Seller acknowledges that the Purchaser’s ability to rely
    on the Seller Warranties (other than in respect of the Fundamental Warranties and the IP Warranties) shall be limited only
    by the matters Fairly Disclosed in the Disclosed Information. The liability of the Seller in respect of any Seller Warranty
    Breach in relation to the Fundamental Warranties and the IP Warranties shall not be limited by any Disclosed Information whatsoever.
	 	 	 
	 	Seller
    Warranty Breach
	 	 	 
	8.5	The
    Seller warrants that the Seller, its representatives and advisers involved in the Transaction are not aware of a Warranty
    Breach or any other breach of this agreement nor of any matter potentially resulting in a Seller Warranty Breach or any other
    breach of this agreement on the Signing Date. The Seller shall refrain from making any claim against the Company or any person
    who is or was an Employee, managing director or supervisory director of the Company.
	 	 
	8.6	In
    the event of a Seller Warranty Breach, the Seller shall, following Completion, indemnify and hold the Purchaser or, at the
    Purchaser’s sole discretion, the Company harmless against any amount of loss, damage and fees, costs and expenses (schade)
    incurred or suffered in relation to each Seller Warranty Breach, including the amount necessary to put the Purchaser or, at
    the Purchaser’s sole discretion, the Company, in the position it would have been had the facts or circumstances giving
    rise to such Seller Warranty Breach not occurred (“Damage”).


 




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	9.	Conduct
    of claims
	 	 
	 	Claim
    Notice
	 	 
	9.1	The
    Purchaser shall within a reasonable period after it becomes aware of a Claim, give written notice of such Claim to the Seller
    (“Claim Notice”). The Claim Notice must contain those details of such Claim as are then readily available
    to the Purchaser, including any estimate of the amount of the Claim, and other information reasonably necessary to enable
    the Seller to assess the merits of the Claim. Failure to give any Claim Notice shall not affect the rights of the Purchaser.
	 	 	 
	 	Third
    Party Claims
	 	 	 
	9.2	If
    a Claim notified pursuant to a Claim Notice in accordance with clause 9.1 relates to a claim by a third party in or out of
    court against the Purchaser or the Company (a “Third Party Claim”), then the Purchaser shall be entitled
    to take, or procure the Company takes, any action necessary to defend or settle such Third Party Claim. The Purchaser shall,
    and shall procure that the Company shall, keep the Seller reasonably informed on the Third Party Claim and shall consult with
    the Seller in relation to such Third Party Claim.
	 	 
	10.	LIMITATIONs
    On seller’S LIABILITY
	 	 	 
	 	Financial
    thresholds
	 	 	 
	10.1	The
    Seller shall only be liable for any Seller Warranty Breaches relating to a Business Warranty insofar:
	 	 	 
	 	(a)	the
    amount of the individual Damage or a series of Damages arising from related facts or circumstances exceeds EUR 5,000; and
	 	 	 
	 	(b)	the
    aggregate amount of all Damages from such Seller Warranty Breaches exceeds EUR 25,000,
	 	 	 
	 	in
    which case the Seller’s liability shall (subject to clause 10.2) be for the full amount of all such Damages and not
    for the excess only.
	 	 	 
	 	Financial
    cap
	 	 	 
	10.2	The
    maximum aggregate liability of the Seller under this agreement, claims under the Tax Covenant, claims under clause 11 (Specific
    Indemnities) or for any breach of clauses 5 (Pre-completion covenants), 13 (Restrictive covenants) or 14 (Confidentiality
    and announcements)) shall be limited to the Purchase Price.
	 	 	 
	 	Time
    limits
	 	 	 
	10.3	The
    Seller shall not be liable for a Seller Warranty Breach, unless the Claim Notice has been given to the Seller:
	 	 	 
	 	(a)	if
    such Seller Warranty Breach relates to the Fundamental Warranties, within 20 years after the Completion Date;


 




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	 	(b)	if
    such Seller Warranty Breach relates to the IP Warranties, within 10 years after the Completion Date;
	 	 	 
	 	(c)	if
    such Seller Warranty Breach relates to the Business Warranties, within 3 years after the Completion Date; and
	 	 	 
	 	(d)	if
    such Seller Warranty Breach relates to the Tax Warranties, within 6 months after the expiry of the relevant statute of limitations.
	 	 	 
	 	Information
    and knowledge
	 	 	 
	10.4	The
    Seller shall not be liable for a Seller Warranty Breach to the extent matters relating to such Seller Warranty Breach (other
    than the Fundamental Warranties and the IP Warranties) have been Fairly Disclosed in the Disclosed Information.
	 	 	 
	 	Other
    exclusions and limitations
	 	 	 
	10.5	The
    Seller shall not be liable for a Seller Warranty Breach to the extent it is as a result of:
	 	 	 
	 	(a)	any
    act, omission, transaction, or arrangement performed at the written request of the Purchaser before Completion or in respect
    of which the Purchaser has given its prior written consent; or
	 	 	 
	 	(b)	any
    change in law after the Completion Date.
	 	 	 
	 	Tax
    and reductions
	 	 	 
	 	10.6	For
    the purpose of this clause 10, the Seller’s liability for any Seller Warranty Breach, shall be (a) calculated on a net
    after Tax basis and (b) be reduced by:
	 	 	 
	 	(a)	any
    amount actually received by the Purchaser Group under any insurance policy, to the extent such amount directly relates to
    the Claim (net of any deductible amount and taking into account any resulting increase in premium); and
	 	 	 
	 	(b)	any
    Tax refund actually received by the Purchaser Group or any deduction of Tax actually owing by the Purchaser Group, to the
    extent that such refund or deduction directly relates to the Claim.
	 	 	 
	 	No
    double recovery
	 	 	 
	10.7	The
    Purchaser shall not be entitled to recover from the Seller more than once in respect of the same Damage suffered.
	 	 	 
	 	Exclusion
    of limitations
	 	 	 
	10.8	None
    of the conduct of claims provisions in clause 10 or the limitations of Seller’s liability pursuant to this clause 10
    (whether in time, amount or otherwise) shall apply in the case:
	 	 	 
	 	(a)	that
    a Seller Warranty Breach or a matter that could potentially give rise to a Seller Warranty Breach was wilfully, or due to
    gross negligence, not Fairly Disclosed to the Purchaser; and
	 	 	 
	 	(b)	of
    fraud (bedrog), wilful misconduct (opzet) or gross negligence (grove nalatigheid) on the part of the
    Seller Group, the Company or any of their managers or employees.


 




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	11.	Specific
    Indemnities
	 	 
	11.1	From
    Completion, the Seller shall at all times indemnify and hold harmless the Purchaser or, at the Purchaser’s sole discretion,
    the Company, for all losses, costs, charges, expenses, damage, liabilities, claims, demands, actions and legal proceedings (including
    attorney and expert fees and expenses) resulting directly or indirectly from or relating to:
	 	 	 
	 	(a)	any
    breach of the IP Warranties;
	 	 	 
	 	(b)	a
    claim from:
	 	 	 	 
	 	 	(i)	an
    employee of the Seller Group, who is not a Transferring UK Employee, who has transferred to the Company by operation of law due to
    a transfer of undertaking (overgang van onderneming) provided in sections 7:662 et seq. of the DCC;
	 	 	 	 
	 	 	(ii)	any
    employee or contractor engaged by or working for the Seller Group claiming employment with the Company as a result of the Transaction;
    or
	 	 	 	 
	 	 	(iii)	a
    Transferring UK Employee who remained employed by the Seller Group after Completion;
	 	 	 	 
	 	(c)	any
    liabilities pursuant to misclassification as employment relationships of the independent contractor relationships (overeenkomsten
    van opdracht) between any Contractor and the Company;
	 	 	 
	 	(d)	any
    of the Third Party Licenses Cars and Tracks invoking any (termination or other) rights under its respective agreement with the Company
    pursuant to the Transaction;
	 	 	 
	 	(e)	any
    liabilities resulting from non-compliance with the mandatory requirements of the Data Protection Laws prior to Completion and the
    period thereafter required for the Company to become compliant; and
	 	 	 
	 	(f)	any
    breach of any (i) pre-Completion covenants as set forth in clause 5, (ii) covenants as set forth in clause 6, and/or (iii) covenant
    to be performed by the Seller after Completion,
	 	 	 
	 	 	(collectively
    with the Tax Indemnities, “Specific Indemnities”).
	 	 	 	 
	11.2	None
    of the Seller’s obligations under the Specific Indemnities shall be limited or qualified in any respect by the provisions of
    this agreement. The liability of the Seller in respect of any of the Specific Indemnities shall not be limited by any Disclosed Information
    whatsoever.
		 
	12.	TAX
    COVENANT
		 
	12.1	The
    provisions of schedule 8 shall apply in respect of Tax.
		 
	13.	Restrictive
    covenants
		 	 	 
	 	Competing
    business; customers and suppliers; employees
	 	 	 	 
	13.1	In
    order to protect the full benefit and goodwill and the know-how of the Business to the Purchaser, each of the Seller, the Parent
    and the Shareholders undertake to the Purchaser and the Company (by way of a third party stipulation (derdenbeding om niet))
    that it will not, and it will procure that the Seller Group will not, during a period of three years after the Completion Date, either
    alone or jointly with others, directly or indirectly:
	 	 	 	 
	 	(a)	have
    an interest in, be engaged in, or be concerned with, or approach any person with a view to obtaining an interest in or being engaged
    in or concerned with, any business involving the development or production of, or the trading in, any products developed, produced
    or traded by the Company or offering any services in relation to the Business;


 




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	 	(b)	persuade,
    cause or attempt to persuade any licensor, distributor, commercial agent, employee or independent contractor of, or natural
    person engaged on the basis of a management or similar agreement by the Company, to terminate its relationship with the Company,
    or employ or engage any such person within twelve months after the effective termination of such person’s relationship
    with the Company, or take any action that may result in the impairment of such relationship;
	 	 	 
	 	(c)	persuade,
    cause or attempt to persuade any customer of the Company to terminate its relationship with the Company, or take any action
    that may result in the impairment of such relationship, including by seeking to obtain orders from, or offering goods or services
    to, any person who has been a customer of the Company within twelve months immediately preceding the Completion Date;
	 	 	 
	 	(d)	persuade,
    cause or attempt to persuade any supplier of the Company to terminate its relationship with the Company, or take any action
    that may result in the impairment of such relationship, including by soliciting or enticing away from the Company any supplier
    who supplied goods or services to the Company within twelve months immediately preceding the Completion Date; or
	 	 	 
	 	(e)	persuade,
    cause or attempt to persuade any other person doing business with the Company to terminate its relationship with the Company,
    or take any action that may result in the impairment of such relationship.
	 	 	 
	13.2	Each
    of the covenants contained in clause 13.1 shall constitute a separate and independent restriction on the Seller, the Parent
    and the Shareholders.
	 	 	 
	 	Names
    and goodwill
	 	 	 
	13.3	Each
    of the Seller, the Parent, the Shareholders’ Companies and the Shareholders undertake to the Purchaser and the Company
    (by way of a third party stipulation (derdenbeding om niet)) that it will not, and will procure that the Seller Group
    will not, at any time after Completion, either alone or jointly with others, directly or indirectly:
	 	 	 
	 	(a)	register
    or use, or procure or permit the registration or use of, the rF2 Brand or any term consisting of (in whole or in part) the
    term “Studio397”, “397”, “rFactor”, “rFactor2”, “rF”, “rF2”
    (or any terms which, in the reasonable opinion of the Purchaser is substantially or confusingly similar to those words) or
    any other signs, trade name, trade mark, style or logo used by the Company in connection with any Business activity whatsoever;
	 	 	 
	 	(b)	do
    or say anything which is likely or intended to damage the goodwill or reputation of the Company or the Business or which may
    lead any person to cease to do business with the Company on substantially equivalent terms to those previously offered, or
    lead any person not to engage in business with the Company.


 




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	 	Business
	 	 
	13.4	For
    the purposes of this clause 13, any reference to the Business includes a reference to any expansion or innovation of the Business
    actually commenced or developed, but not yet marketed by the Company at the Completion Date.
	 	 
	 	Consequences
    of breach
	 	 
	13.5	In
    the event of a breach by any of the Seller, the Parent, the Shareholders’ Companies or the Shareholders of any of its
    obligations under this clause 13 and without any notice or prior announcement on the part of the Purchaser being required,
    each of the Seller, the Parent, the Shareholders’ Company or the Shareholder, as the case may be, shall upon receipt
    of a notice of default pay a penalty to the Purchaser of EUR 300,000 for any such breach and a penalty of EUR 30,000 for every
    day such breach continues. The aforementioned penalty amounts shall not be payable if the breach has been terminated and rectified
    in full within 10 days following such notice of default. Notwithstanding the foregoing, any penalties payable pursuant to
    this clause 13, shall be payable to the Purchaser without prejudice to the Purchaser’s right to seek full compensation
    for all damages incurred as a result of, or in connection with such breach, and its right to demand performance of this agreement.
	 	 
	 	Acknowledgement
	 	 
	13.6	Each
    of the Seller, the Parent, the Shareholders’ Companies and the Shareholders acknowledge the importance of the obligations
    in this clause 13 for the Purchaser and that the penalty amounts represent a reasonable estimate of the damage likely to be
    suffered by the Purchaser and/or the Company if the Seller, the Parent, the Shareholders’ Companies or the Shareholders,
    as the case may be breaches any of its obligations under this clause 13.
	 	 
	14.	Confidentiality
    and announcements
	 	 
	 	Company’s
    confidential information
	 	 
	14.1	Subject
    to clause 14.4, each of the Seller, the Parent, the Shareholders’ Companies and the Shareholders shall not, and shall
    procure that the Seller Group shall not, disclose to any person, or use any Confidential Information of the Company that it
    holds at Completion (or which it subsequently receives pursuant to the terms of this agreement).
	 	 
	 	Transaction
    and Parties’ confidential information
	 	 
	14.2	Subject
    to clause 14.4, each of the Parties shall treat as strictly confidential any information received or obtained as a result
    of negotiating, entering into or performing this agreement, including:
	 	 
	 	(a)	the
    provisions and subject matter of, and the negotiations relating to, this agreement and any document referred to in this agreement;
	 	 	 
	 	(b)	the
    business and affairs of the other Parties including any Confidential Information of the Seller Group (where the party undertaking
    this obligation is the Purchaser) or the Purchaser Group (where the party undertaking this obligation is the Seller, the Parent,
    the Shareholders’ Companies and the Shareholders).


 




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	 	Announcements
	 	 
	14.3	Save
    as permitted by clause 14.4(a), the issue of any press statements or other forms of publicity and announcements relating to
    this agreement or matters that arise from it, including the transactions contemplated by this agreement, require the prior
    written approval of the Purchaser and the Seller.
	 	 
	 	Permitted
    disclosures and announcements
	 	 
	14.4	The
    restrictions contained in clause 14.1, 14.2 and 14.3 shall not apply if and to the extent that:
	 	 	 
	 	(a)	an
    announcement or disclosure is required by any applicable law or any competent Authority or securities exchange, provided that,
    in each case (unless such consultation is prohibited), such announcement is made or disclosure occurs after consultation (so
    far as reasonably practicable) as to the timing and content of such announcement or disclosure;
	 	 	 
	 	(b)	the
    information has become public through no fault of the relevant Parties;
	 	 	 
	 	(c)	the
    Parties have granted prior written consent to the disclosure;
	 	 	 
	 	(d)	disclosure
    is necessary to obtain the advice of any professional adviser;
	 	 	 
	 	(e)	disclosure
    by a Party is required to enforce its rights or remedies under this agreement;
	 	 	 
	 	(f)	disclosure
    to any third party is necessary in relation to a transaction with a member of the Purchaser Group, provided such third party
    has given a confidentiality undertaking to the Purchaser on the terms and conditions of this clause 14;
	 	 	 
	 	(g)	disclosure
    is necessary within the Purchaser Group (including to any of its direct or indirect investors); or
	 	 	 
	 	(h)	disclosure
    is necessary by the Seller Group or the Purchaser Group to any Tax Authority.
	 	 	 
	15.	Security
    and recourse
	 	 
	 	Set-off
    right
	 	 
	15.1	In
    the event of any claim by the Purchaser pursuant to this agreement, the Purchaser shall have the right to set-off (verrekenen)
    any such claim against the Deferred Payment. If a claim has been set-off against the Deferred Payment, the Seller shall cooperate
    and execute any document required to decrease the Pledged Shares pro rata the amount that the Deferred Payment has been decreased
    with as a result of such set-off, including a Deed of Release substantially in the form as attached hereto as schedule 6 (part
    2).
	 	 
	 	Guarantee
    (hoofdelijkheid)
	 	 
	15.2	The
    Parent guarantees to be jointly and severally (hoofdelijk) liable to the Purchaser for the Fundamental Warranties and
    the IP Warranties.
	 	 
	15.3	Each
    of the Shareholders guarantee, up to its pro rata shareholding proportion (as set forth in the definition of Shareholders),
    to be jointly and severally (hoofdelijk) liable to the Purchaser for the Fundamental Warranties and the IP Warranties,
    in the event that the Parent does not respond within 15 Business Days to a claim notified by the Purchaser in accordance with
    clause 15.2.


 




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	15.4	The
    obligations of the Parent and the Shareholders under clause 15.2 and 15.3 respectively:
	 	 	 	 
	 	(a)	constitute
    its direct, primary, unconditional and irrevocable obligations to, on first demand by the Purchaser, pay any sum and perform
    any obligation, which the Seller is liable to pay or perform under this agreement, without requiring the Purchaser to first
    take any steps against the Seller or any other person;
	 	 	 
	 	(b)	remain
    in full force and effect until all such obligations have been irrevocably paid and fully discharged;
	 	 	 
	 	(c)	will
    not be impaired or affected by:
	 	 	 	 
	 	 	(i)	any
    change in the constitution or control or the insolvency of, or any liquidation, winding up or analogous proceedings relating
    to, the Seller;
	 	 	 	 
	 	 	(ii)	any
    amendment of this agreement or any related document; or
	 	 	 	 
	 	 	(iii)	the
    exercise, variation, renewal or release of, or refusal or neglect to perfect or enforce any right, remedy or security against
    the Seller or any other person.
	 	 	 	 
	15.5	Clause
    15.2 and 15.3 constitute a primary obligation of the Parent and the Shareholders. To the extent permitted by law, the Parent
    and the Shareholders waive and agree to exclude any right, privileges and exceptions granted to a co-obligator (hoofdelijk
    medeschuldenaar) or surety (borg) which might otherwise apply under Dutch law.
	 	 
	15.6	The
    Parent warrants (garandeert) to the Purchaser that, at the Signing Date and the Completion Date:
	 	 	 	 
	 	(a)	it
    has been duly incorporated and validly exists under the laws of its jurisdiction of incorporation and has the necessary corporate
    capacity and power to enter into this agreement and to perform its obligations under this agreement;
	 	 	 
	 	(b)	all
    corporate and other actions required to be taken by the it to authorise the execution of this agreement and the performance
    of its obligations under this agreement have been duly taken or will have been duly taken by Completion;
	 	 	 
	 	(c)	this
    agreement has been duly executed on its behalf, constituting legal, valid and binding obligations of the Parent and the Shareholders,
    enforceable in accordance with its terms;
	 	 	 
	 	(d)	the
    execution and performance of this agreement does not conflict with or result in a breach of any material provision of the
    articles of association or similar documents of the Parent and the Shareholders;
	 	 	 
	 	(e)	it
    is not required to obtain any approval, consent, licence or give notice to any regulatory or governmental body in connection
    with its execution and performance of the agreement, save as required under this agreement; and
	 	 	 	 
	 	(f)	no
    investigation, action or proceeding is pending or impending against the Parent and the Shareholders that may result in any
    impediment, delay or prohibition, or any other interference with, the Transaction.


 




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	15.7	Each
    of the Shareholders has sought approval from his spouse for the Shareholder entering into this agreement pursuant to section
    1:88 of the DCC, by means of providing an executed spouse declaration in the form set out in schedule 17.
	 	 
	16.	General
	 	 
	16.1	Notices
	 	 	 
	 	(a)	Any
    notice or other communication to be given in connection with the matters contemplated by this agreement shall, except where
    expressly provided otherwise, be in writing and in the English language and shall either be delivered in person or sent by
    registered post or email to the address set out in schedule 16 or, in each case, such other address or contact as a Party
    may notify to the others in accordance with this clause 16.1.
	 	 	 
	 	(b)	Notice
    of any change shall be effective three Business Days after the date on which it is deemed to have been given in accordance
    with this clause 16.1 or such later date as may be specified in the notice. A change of address outside the Netherlands shall
    have no effect unless domicile in the Netherlands is chosen simultaneously.
	 	 	 
	 	(c)	A
    notice shall be effective upon receipt and shall be deemed to have been received:
	 	 	 	 
	 	 	(i)	if
    delivered by hand, registered post or express courier, at the time of delivery; or
	 	 	 	 
	 	 	(ii)	if
    delivered by email, at the time the email is sent, provided that no automated message is received stating that the email has
    not been delivered.
	 	 	 	 
	 	 	However,
    if any notice would be deemed to have been given after 17:00 on a Business Day and before 9.00 on the next Business Day, such
    notice shall be deemed to have been given at 9.00 on the second of such Business Days.
	 	 	 	 
	 	(d)	A notice sent solely to the addressee of the legal adviser of the Party shall not constitute a notification for the purpose of this clause 16.1.
	 	 	 	 
	16.2	 Termination
	 	 	 	 
	 	(a)	If this agreement is terminated, which termination can only occur on the basis of and in accordance with the relevant provisions of this agreement, then:
	 	 	 	 
	 		(i)	all
    rights and obligations of the Parties under this agreement shall end and become ineffective, except for the rights and obligations
    of or pursuant to clauses 1 (Definitions and interpretation), 14 (Confidentiality and announcements), 15 (Security and recourse),
    16 (General) and 17 (Governing law and jurisdiction), which will remain in full force and effect after termination of this
    agreement;
	 	 	 	 
	 		(ii) 	such
    termination shall be without prejudice to any rights a Party may have vis-à-vis the other Parties in connection with
    a breach of any provision of or obligation under this agreement occurring prior to its termination.
	 	 	 	 
	 	(b)	The Parties waive their rights under sections 6:265 through 6:272 (ontbinding) and section 6:228 (dwaling) of the DCC to rescind (ontbinden) this agreement in whole or in part, to demand the whole or partial rescission (ontbinding) in legal proceedings or to nullify (vernietigen) or amend (wijzigen) it in whole or in part, following Completion. In case of error (dwaling), such error shall be for the account of the Party in error.


 




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	16.3	Exclusions
	 	 
	 	The
    Parties agree to exclude the applicability of Title 1 of Book 7 of the DCC and the Parties waive any rights they may have
    in connection therewith.
	 	 
	16.4	No
    assignment
	 	 	 
	 	(a)	Except
    as provided in this clause 16.4, no Party shall:
	 	 	 	 
	 	 	(i)	assign,
    transfer or Encumber any of its benefits, rights or obligations under this agreement;
	 	 	 	 
	 	 	(ii)	grant,
    declare, create or dispose of any right under or interest in this agreement; or
	 	 	 	 
	 	 	(iii)	sub-contract
    all or any of its obligations under this agreement,
	 	 	 	 
	 	 	without
    the prior written consent of the Seller and the Purchaser (such consent not to be unreasonably withheld or delayed).
	 	 	 	 
	 	(b)	The
    Purchaser and any permitted assignee under this clause 16.4 may assign all or any of its benefits or rights under this agreement
    to any member of the Purchaser Group. Such assignee shall not be entitled to enforce any right assigned to it if it ceases
    to be a member of the Purchaser Group. The Purchaser shall procure that such assignee reassigns such rights under this agreement
    back to the Purchaser Group before such assignee ceases to be a member of it.
	 	 	 
	 	(c)	The
    Purchaser may assign or Encumber all or any of its benefits or rights under this agreement by way of security in favour of
    any person who has agreed at any time to provide finance to the Purchaser Group in connection with the transactions contemplated
    by this agreement, and/or to any agent or trustee of such person for the time being.
	 	 	 
	 	(d)	This
    agreement shall be binding on and continue for the benefit of the successors and permitted assignees of each Party.
	 	 	 	 
	16.5	Costs
	 	 
	 	Each
    Party shall bear its own costs, charges and expenses in relation to the negotiation, preparation, execution and implementation
    of this agreement as well as the Transaction, it being understood that the Purchaser shall pay the Notary’s fees in
    connection with the preparation and execution of the Deed of Transfer.
	 	 
	16.6	Notary
	 	 
	 	With
    reference to the Code of Conduct (Verordening beroeps- en gedragsregels) established by the Royal Notarial Professional
    Organisation (Koninklijke Notariële Beroepsorganisatie), the Parties hereby acknowledge and confirm that the Notary
    shall execute any and all deeds related to this agreement.


 




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	16.7	Payments
	 	 	 	 	 
	 	(a)	Any
    payment made by the Seller or the Parent under this agreement shall be deemed to be a reduction of the Purchase Price.
	 	 	 
	 	(b)	If
    any sum payable by the Seller or the Parent under this agreement is subject to Tax such payment shall be increased so as to ensure
    that the Purchaser or the Company receives a net amount equal to the amount it would have been entitled to if the sum payable by
    the Seller or the Parent under this agreement had not been subject to Tax.
	 	 	 
	 	(c)	Without
    prejudice to any other rights or remedies available to it, the Purchaser may deduct from any amount payable by it under this agreement
    or any related document any sum due to it under this agreement or any related document.
	 	 	 	 	 
	16.8	Variation
    and unenforceability
	 	 
	 	(a)	No
    variation to this agreement shall have any effect unless it is agreed in writing and signed by or on behalf of each Party.
	 	 	 
	 	(b)	Each
    provision of this agreement is severable. If any such provision is rendered illegal, invalid or unenforceable (whether in whole or
    in part) in any respect under the law of any relevant jurisdiction:
	 	 	 
	 	 	(i)	that
    is without prejudice to the legality, validity or enforceability in that jurisdiction of:
	 	 	 	 	 
	 	 	 	(A)	the
    other provisions of this agreement (if these other provisions are not inextricably related to the illegal, invalid or unenforceable
    provision) in that jurisdiction; or
	 	 	 	 	 
	 	 	 	(B)	such
    or any provision of this agreement in any other jurisdiction; and
	 	 	 	 	 
	 	 	(ii)	the
    Parties will reasonably endeavour to negotiate in good faith with a view to replacing it with one or more provisions which are not
    illegal, invalid or unenforceable and which differ from the replaced provision as little as possible, taking into account the substance
    and purpose of this agreement.
	 	 	 	 	 
	16.9	Further
    actions
	 	 
	 	At
    the request of the Purchaser after Completion, each Party shall take all actions and execute (or ensure the execution of) all such
    further documents as reasonably deemed necessary or appropriate by the Purchaser to fully effect the Transaction.
	 	 
	16.10	Entire
    agreement
		 
	 	This
    agreement (together with all documents referred to in it and executed at Completion) constitutes the whole and only agreement and
    understanding between the Parties in relation to its subject matter. All previous understandings, letters of intent, agreements,
    undertakings, representations, warranties and arrangements of any nature whatsoever, including the Term Sheet and the Binding Term
    Sheet, between the Parties or members of the Seller Group and the Purchaser Group respectively with any bearing on the subject matter
    of this agreement are superseded and terminated (and all rights and liabilities arising pursuant to them, whether or not accrued
    at the date of this agreement, are cancelled) to the extent that they have such a bearing.


 






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	16.11	Waiver
	 	 	 
	 	(a)	Except
    as expressly otherwise provided in this agreement, no omission or delay on the part of any Party in exercising any right or
    remedy under this agreement or by law shall be construed as a waiver thereof or of any other right or remedy, or shall prejudice
    or impair any further exercise of such or any other right or remedy. Any single or partial exercise of any right or remedy
    under this agreement or by law shall not preclude the further or any future exercise thereof or of any other right or remedy.
	 	 	 
	 	(b)	A
    waiver of any right or remedy under this agreement shall only be effective if given in writing and executed by or on behalf
    of the Party giving the waiver, and shall not be deemed a waiver of any right or remedy in respect of any subsequent breach
    or default.
	 	 	 
	 	(c)	An
    amendment of or supplement to this agreement shall only be valid if it is in writing and duly signed by or on behalf of both
    Parties.
	 	 	 
	16.12	Exercise
    of rights and third party stipulation
	 	 	 
	 	(a)	If
    a Party does not exercise any right under this agreement (including one Party granting any other Party an extension of time
    to perform its obligations under any provision of it), then such shall not be deemed to constitute a forfeit of any such right
    (rechtsverwerking).
	 	 	 
	 	(b)	Except
    as expressly provided otherwise in this agreement, only a Party or a Party’s permitted assignees or successors may enforce
    the terms of this agreement. In the event any third party stipulation (derdenbeding) contained in this agreement is
    accepted by any third party, such third party will not become a party to this agreement.
	 	 	 
	16.13	Counterparts
	 	 
	 	This
    agreement may be signed in any number of counterparts each of which, when executed by one or more of the Parties, shall constitute
    an original. Delivery of an executed counterpart of a signature page of this agreement by PDF-file (or other scanned document)
    sent by email to the Parties shall be effective as delivery of an original counterpart of this agreement.
	 	 
	17.	Governing
    law and jurisdiction
	 	 
	17.1	This
    agreement shall be governed by and construed in accordance with Dutch law, with the exclusion of any conflict of law rules
    under Dutch private international law.
	 	 
	17.2	Any
    and all disputes between the Parties arising from or in connection with this agreement and/or any agreement, arrangement or
    undertaking resulting from this agreement shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration
    Institute (Nederlands Arbitrage Instituut) (“NAI”).
	 	 
	17.3	The
    following shall apply:
	 	 	 
	 	(a)	the
    proceedings shall be conducted in the English language;
	 	 	 
	 	(b)	the
    seat of arbitration shall be Amsterdam, the Netherlands;
	 	 	 
	 	(c)	the
    arbitral tribunal shall be composed of three arbitrators;
	 	 	 
	 	(d)	to
    ensure that the arbitral award shall not be published, each Party shall notify the administrator of the NAI within one month
    after receipt of the arbitral award that they object to publication of the arbitral award by the NAI; and
	 	 	 
	 	(e)	consolidation
    of the arbitral proceedings with other arbitral proceedings is hereby excluded except for other arbitral proceedings under
    this clause 17.


 


[signatures
on following pages]


 




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THUS
AGREED AND EXECUTED on THE DATE FIRST WRITTEN ABOVE.





	PURCHASER:	 	 
	 	 	 
	MOTORSPORT
    GAMES INC.	 	 
		 	 
	/s/
    Dmitry Kozko	 	 
	By:	Dmitry
    Kozko	 	 
	Title:	CEO	 	 
	  
	SELLER:	 	 
	 	 	 
	TECHNOLOGY
    IN BUSINESS B.V.	 	TECHNOLOGY
    IN BUSINESS B.V.
	 	 	 
	/s/
    Hans Bossenbroek	 	/s/
    Laurens Miedema
	By:
    	Luminis
    International B.V.	 	By:
    	Luminis
    International B.V.
	Title:
    	Director
    (jointly authorized)	 	Title:
    	Director
    (jointly authorized)
	Name:	 	 	Name:	Laurens Miedema


 


	PARENT:	 
	 	 
	LUMINIS
    INTERNATIONAL B.V.	 
	 	 
	/s/
    Alexander John  Merrell	 
	By:	A.J.
    (John) Merrell	 
	Title:	Director
    (solely authorized)	 


 




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For
the acknowledgment of and agreement with clauses 13 (Restrictive Covenants), 14 (Confidentiality and announcements)
and 15 (Security and recourse):


 


SHAREHOLDERS’
COMPANIES:


 


	 Hana-Bi
    B.V.	 	Illac
    Holdings B.V.
	 	 	 
	/s/
    Hans Bossenbroek	 	/s/
    Alexander John Merrell
	Name:	Hans
    Bossenbroek	 	Name:	A.J.
(John) Merrell 

	Title:	Director
    (solely authorized)	 	Title:	Director
(solely authorized) 

	 	 	 	 	 
	CruXBA
B.V.	 	Bassline
B.V.
		 	
	/s/
    Laurens Miedema	 	/s/
    Jeroen Bouvrie
	Name:	Laurens
    Miedema	 	Name:	Jeroen
    Bouvrie
	Title:	Director
    (solely authorized)	 	Title:	Director
    (solely authorized)





 


SHAREHOLDERS:


 


	Hans
    Bossenbroek	 	John
    Merrell
	 	 	 
	/s/
    Hans Bossenbroek	 	 /s/
    Alexander John Merrell
	 	 	 
	Laurens
    Miedema	 	Jeroen
    Bouvrie
	 	 	 
	/s/
    Laurens Miedema	 	/s/ Jeroen
    Bouvrie


 




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SCHEDULE
1: COMPANY AND SELLER GROUP


 


Part
1: Company


 


	Corporate
    name:	Studio397
    B.V.
	 	 
	Dutch
    Trade Register number:	66752973
	 	 
	Date
    of incorporation:	30
    August 2016
	 	 
	Place
    of incorporation:	Apeldoorn
	 	 
	Date
    of articles of association currently in force:	30
    August 2016
	 	 
	Registered
    office:	Apeldoorn
	 	 
	Issued
    share capital:	€
    100,-	 	 
	 	 	 	 
	 	 	100
    Shares	€
    1.00 each
	 	 	 	 
	Shareholder:	Technology
    in Business B.V. (100%)
	 	 
	Director:	Luminis
    International B.V.
	 	 
	Accounting
    reference date:	1
                                         January - 31 December,

         

        2019
        Accounts published on October 12th 2020.

	 	 
	Auditors:	Boon
    accountants (Apeldoorn)
	 	 
	Encumbrances:	None
	 	 
	VAT
    number:	8170.94.441.B.01


 




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Part
2: Seller Group


 





 




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SCHEDULE
2: ACCOUNTS


 


Part
1: 2019 Accounts


 


[Separately
attached]


 


Part
2: 2020 Accounts


 


[Separately
attached]


 


Part
3: 2021 Management Accounts


 


[Separately
attached]


 




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SCHEDULE
5: DEED OF TRANSFER


 


571254.01.s397/SGN


 


DRAFT
ZUIDBROEK DATED 15 MARCH 2021


DEED
OF TRANSFER OF SHARES


STUDIO397
B.V.


 


On
[●] two thousand twenty-one appears before me, Reinhard Willem Clumpkens, notaris (civil-law notary) practising in Amsterdam:


 


[●],
for the purpose hereof acting as attorney authorised in writing of:


 


	1.	Technology
    In Business B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid),
    having its corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan
    11, Trade Register number 68221126 (the “Transferor”) [and in that capacity representing the Transferor];
	2.	MOTORSPORT
    GAMES INC, incorporated and validly existing under the Laws of the United States of America, having its corporate seat
    in Delaware, United States of America, the Netherlands and address at Delaware, Dover, Kent County 19901, United States of
    America, the Netherlands, 3500 c/o Incorporating Services, Ltd. South DuPont Highway, Trade Register number 4671180, (the
    “Transferee”) [and in that capacity representing the Transferee]; and
	3.	Studio397
    B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its
    corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan 11, Trade Register
    number 66752973 (the “Company”) [and in that capacity representing the Company].


 


The
person appearing


 


DECLARES
THAT,


Shares.


 


	(i)	the
                                         Transferor is holder of one hundred (100) shares in the share capital of the Company,
                                         numbered 1 up to and including 100, each share having a nominal value of one Euro (EUR
                                         1.00) (the “Shares”);



 


Prior
acquisition of the Shares.


 


	(ii)	the
    Shares were acquired by the Transferor pursuant to [an agreement of sale, purchase and transfer] [a transfer to give effect
    to an agreement of sale and purchase] effected by a notarial deed, executed before [●], notaris in [●], on [●]];


 


Agreement.


 


	(iii)	on
    [●] two thousand twenty-one the Transferor, as seller and the Transferee, as purchaser, entered into a share purchase
    agreement (the “Agreement” and capitalized terms used in this deed not otherwise defined, have the meaning
    given thereto in the Agreement);
	(iv)	under
    the provisions of the Agreement, the Transferor must transfer the Shares to the Transferee;
	(v)	the
    Shares are recorded in the shareholders register of the Company in the name of the Transferor;


 




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THE
PARTIES AGREE AND CONFIRM AS FOLLOWS:


 


1.
Transfer.





 


In
order to implement the Agreement, the Transferor hereby transfers the Shares to the Transferee, which accepts the Shares.


 


The
Shares are for the account of the Transferee as of [the date of this deed] [another date].


 


2.
Purchase price.


 


	2.1	Pursuant
    to the Agreement, a portion of the Purchase Price amounting to eighty percent (80%) of the Purchase Price, such amount being
    the Completion Payment of twelve million eight hundred thousand United States Dollars (USD 12,800,000.00) has been paid into
    one of the notarial escrow accounts of Zuidbroek B.V., as referred to in Section 25 of the Notaries Act (kwaliteitsrekeningen);
	2.2	Negative
    interest charged to Zuidbroek on this amount - to be calculated from the moment of receipt up to and including the day of
    payment - shall be paid by the Transferee.


 


3.
Share transfer restrictions | transferability.


 


	3.1	In
    conformity with article 14 of the articles of association of the Company, the share transfer restrictions included in the
    articles of association of the Company need not be applied to the present transfer of the Shares since the Transferor is the
    sole shareholder of the Company.
	3.2	The
    transferability of the Shares within the meaning of article 2:195 section 3 Dutch Civil Code is not excluded for a certain
    period of time.


 


4.
Acknowledgement.


 


The
Company acknowledges this transfer of the Shares and will record the transfer of the Shares in its shareholders register.


 


5.
Warranties | obligations | quality requirement.


 


	5.1	[Notwithstanding
    the provisions of the Agreement, the Transferor warrants the Transferee that the Transferor is fully entitled to the Shares,
    [the Shares are fully paid-up,] they are not encumbered either with a right of pledge or with a right of usufruct and are
    not attached.
	 	The
    Transferee accepts these warranties.]
	5.2	According
    to clause 9 of the Agreement, the Transferee and the Transferor declare that, at the moment of execution of this deed of transfer,
    the Warranties (as defined in the Agreement) agreed by the parties are true and correct.
	5.3	There
    are no obligations as referred to in section 2:192 paragraph 1 under a of the Dutch Civil Code (Burgerlijk Wetboek)
    attached to the ownership of the Shares.
	5.4	The
    articles of association of the Company do not contain any quality requirement attached to the holding of shares in the capital
    of the Company.


 


6.
Conditions subsequent and conditions precedent. Dissolution.


 


	6.1	Unless
    otherwise provided for in this deed, all that has been agreed between the parties prior to the execution of this deed will
    remain in full effect, provided, however, that a condition subsequent relating to the sale, purchase and transfer of the Shares,
    if any, may no longer be invoked and a condition precedent relating to the sale, purchase and transfer of the Shares, if any,
    is deemed to have been fulfilled.
	6.2	In
    addition to the provisions of clause 15 of the Agreement, each of the parties waives any right to dissolve the Agreement and
    the agreement contained in this deed under section 6:265 Dutch Civil Code as far as it concerns the transfer of the Shares.


 




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7.
Costs.


 


All
costs and expenses connected with this transfer of the Shares will be for the account of the Transferor.


 


8.
Governing law.


 


This
agreement is governed exclusively by Dutch law.


 


Attached
documents.


 


Sufficient
proof of the existence of the powers of attorney has been given to me, notaris.


 


The
written powers of attorney to the person appearing is evidenced by three (3) private instruments, of which photocopies are attached
to this deed.


 


Final.


 


In
witness whereof the original of this deed which will be retained by me, notaris, is executed in Amsterdam, on the date first mentioned
in the head of this deed.


 


Having
conveyed the substance of the deed and given an explanation thereto and having pointed out the consequences arising from the contents
of the deed for the parties and following the statement of the person appearing to have taken note of the contents of the deed
and being in agreement with the partial reading thereof, this deed is signed, immediately after reading those parts of the deed
which the law requires to be read, by the person appearing, who is known to me, notaris, and by me.


 




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SCHEDULE
6: SHARE PLEDGE


 


Part
1: Deed of Pledge


 


571254.pand.s397/SN


 


DRAFT
ZUIDBROEK DATED 26 FEBRUARY 2021


DEED
OF PLEDGE OF SHARES


STUDIO397
B.V.


 


On
[●] two thousand twenty-one appears before me, Reinhard Willem Clumpkens, notaris (civil-law notary) practising in Amsterdam:


 


[●],
for the purpose hereof acting as attorney authorised in writing of:


 


	4.	MOTORSPORT
    GAMES INC, incorporated and validly existing under the Laws of the United States of America, having its corporate seat
    in Delaware, United States of America, the Netherlands and address at Delaware, Dover, Kent County 19901, United States of
    America, the Netherlands, 3500 c/o Incorporating Services, Ltd. South DuPont Highway, Trade Register number 4671180 (the “Pledgor”)
    [and in that capacity is representing the Pledgor];
	5.	Technology
    In Business B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid),
    having its corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan
    11, Trade Register number 68221126 (the “Pledgee”) [and in that capacity is representing the Pledgee];
    and
	6.	Studio397
    B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its
    corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan 11, Trade Register
    number 66752973 (the “Company”) [and in that capacity is representing the Company].


 


The
person appearing


 


WHEREAS:


 


Pledge
on shares.


 


	(vi)	on
    [●] two thousand twenty-one the Pledgor, as purchaser, and the Pledgee, as seller, entered into a share purchase agreement
    (the “Agreement” and capitalized terms used in this deed not otherwise defined herein, have the meaning
    given thereto in the Agreement);
	(vii)	on
    [●] two thousand twenty-one, the Pledgee transferred the Shares to the Pledgor, by deed executed on that date before
    R.W. Clumpkens, notaris in Amsterdam (the “Deed of Transfer”);
	(viii)	pursuant
    to clause 3.2.2 of the Agreement, the Pledgor has agreed to grant a right of pledge (first rank) on such number of the Shares
    that make up twenty percent (20%) of total outstanding shares in the Company in norder to secure the Installment Payment;
	(ix)	the
    Pledgor is the sole shareholder and managing director of the Company.


 


AND
DECLARES THAT,


 


9.
Definitions and interpretation


 


	9.1	In
    this deed is or are:
	 	 
	 	“Shares”	:	twenty
    (20) shares in the capital of the Company, numbered 1 up to and including 20, each share with a nominal value of one Euro
    (EUR 1.00);
	 	 	 	 
	 	“DCC”	:	the
    Dutch Civil Code (Burgerlijk Wetboek)


 




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	 	“Secured
    Obligations”	:	all
    obligations (whether present or future, actual or contingent) of the Pledgor to pay the Installment Payment to the Pledgee
    which the Pledgor has or may have at any time under or in connection with the Agreement, this deed or under or in connection
    with any agreement to amend, restate or replace the Agreement, whether or not such amendment, supplement or agreement was
    provided for at the time of execution of this deed.
	 	 	 	 
	 	 	 	 
	 	“the
    Installment Payment”	:	the
    payment of three million two hundred thousand United States Dollars (USD 3,200,000.00).
	 	 	 	 
	 	 	 	 
	 	“Agreement”	:	the
    agreement as mentioned under (i) in the preamble of this deed.
	 	 	 	 
	 	 	 	 
	 	“Pledge”	:	the
    pledges created pursuant to article 3 (Creation of Pledge).
	 	 	 	 
	 	 	 	 
	 	“Distributions”	:	all
    rights (whether present or future, actual or contingent) which the Pledgor has or may have at any time to receive any dividend
    or other distribution (whether in cash, other than in cash, in kind or in any other form) made or to be made by the Company
    on any Share.


 


	9.2	In
    this deed, unless a contrary indication appears, a “winding-up” includes, in relation to a person, any bankruptcy,
    suspension of payments, moratorium of indebtedness or other insolvency proceedings in relation to that person, the appointment
    of a liquidator, trustee, receiver, administrator, administrative receiver, compulsory manager or other similar officer in
    respect of that person or any of its assets, any composition, compromise, assignment or arrangement with that person’s
    creditors or any class of them, that person’s death, dissolution or liquidation, any amalgamation, merger, demerger,
    transformation or corporate reconstruction of that person and any analogous procedure or step taken, or event occurring, in
    any jurisdiction.


 


 Prior acquisition of the Shares.


Creation
of Pledge.


 


10.
Obligation to pledge.


 


	10.1	 The Pledgor and the Pledgee agree on the following obligations:
	 	(a)	The
    Pledgor undertakes with the Pledgee to create the Pledge;
	 	(b)	If
    there is any valid legal title (geldige titel) for the valid creation of the Pledge preceding the undertaking in paragraph
    (a) above, the Pledge shall be deemed to have been created pursuant to the oldest valid legal title.


 


Creation
of pledge.


 


	10.2	The
    Pledgor hereby creates a right of pledge on the Shares and the Pledgee hereby accepts such right of pledge.
	10.3	The
    Pledge secures the payment of the Secured Obligations.


 




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Nature
and ranking.


 


	10.4	The
    Pledge is a separate right of pledge on each Share.
	10.5	The
    Pledge shall rank first or (without prejudice to all other rights and remedies which the Pledgee may have) where it cannot
    rank first, have the highest possible ranking.


 


Representations.


 


	10.6	The
    Pledgor represents that it has the power (beschikkingsbevoegdheid) to create the Pledge and that each Share is free
    of any limited right (beperkt recht) or attachment.
	10.7	The
    Pledgor and the Company represent that the Shares have been duly authorised and validly issued and that the obligation to
    pay up the Shares has been (or will be) fulfilled.
	10.8	According
    to article 8 paragraph 2 of the Company’s articles of association, the Shares can be pledged and the voting rights on
    these Shares can be transferred to the Pledgee.
	10.9	The
    creation of the right of pledge requires the prior authorizationof the general meeting of the Company, which authorizationof
    has been granted on [●] two thousand twenty-one.


 


Aknowledgement
and registration.


 


	10.10	The
    Company acknowledges the creation of the right of Pledge and confirms that it has been notified thereof.
	10.11	The
    Company shall register the Pledge (and all information concerning the Pledgee and the Pledge required to be so registered)
    in its shareholders’ register promptly following the execution of this deed and promptly following the acquisition by
    the Pledgor of any Share, provide the Pledgee with an extract from the shareholders’ register.


 


Rights
of the Pledgor and the Pledgee.


 


11.  
Rights before enforcement.


 


	11.1	Until
    the Pledgee has taken any action pursuant to clause 4.5. and onwards (rights upon enforcement), the Pledgee shall not
    have the rights referred to in clause 4.8.
	11.2	The
    Pledgor may not sell, transfer (whether legally or beneficially) or otherwise dispose of, or create a limited right (beperkt
    recht) or other third-party right on (or agree to dispose of or create a third-party right on) any Share, exercise any
    option, pre-emption or other right relating to, or settle or waive any claim or dispute with respect to, any Share, or take
    any other action in relation to any Share other than as permitted or required by this deed or with the consent of the Pledgee.
	11.3	Until
    the Pledgee has performed any act pursuant to clause [4.5.] and further (rights of enforcement), the Pledgee shall
    not have the same rights as granted by law to the any persons with meeting rights (vergaderrecht).


 


Rights
upon enforcement.


 


	11.4	The
    Pledgee may at any time inform the Pledgor that clause 4.8. applies.
	11.5	If
    the Pledgor fails to fulfil any obligation under or in connection with the Agreement or this deed (or gives the Pledgee good
    reason to fear that it will fail to do so), or any obligation of the Pledgor under or in connection with the Agreement or
    this deed becomes or may become due and payable before its expiration date, the Pledgee may notify the Pledgor that paragraph
    4.8. applies.
	11.6	The
    Pledgee shall promptly send a copy of any notice as referred to in clause 4.6. to the Company.


 




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	11.7	Following
    a notice as referred to in clause 4.6.:
	 	 	 	 
	 	(a)	The
    voting right attached to the Shares shall pass to the Pledgee (so that the Pledgor can no longer exercise that voting rights);
	 	(b)	the
    Pledgee may, to the exclusion of the Pledgor, collect the Distributions, exercise any right except for the exercise of any
    voting right attached to the Shares, and discharge, settle or waive any claim or dispute, and refer to arbitration and initiate,
    defend or abandon any proceedings (including arbitration proceedings), in relation to the Shares and, generally, exercise
    all rights which the Pledgor may have as the owner or creditor of the Shares;and
	 	(c)	if
    any Secured Obligation is not paid when due or another default (verzuim) in the performance of the Secured Obligations
    or other event occurs which under Dutch law allows the Pledgee to sell the Shares:
	 	 	(i)	the
    Pledgee may sell the Shares (in whole or in part) and recover the Secured Obligations from the proceeds in accordance with
    the law; and
	 	 	(ii)	the
    Pledgor and the Company shall promptly take all action necessary to ensure that the Shares may be validly transferred to the
    purchaser at such sale; and
	 	 	(iii)	generally,
    the Pledgee may exercise all rights and remedies available to a pledgee under Dutch law.
	11.8	The Pledgee shall not be required to notify the Pledgor or any person who has a limited right on, or has made an attachment in respect of, a Share of any proposed or completed sale. The Pledgee may, but the Pledgor may not, request the temporary relief judge (voorzieningenrechter) to allow for a different method of sale or for any Share to accrue to the Pledgee, as referred to in section 3:251 paragraph 1 DCC.


 


Enforcement.


 


	11.9	The
    Pledgee may apply any amount received by it upon collection of a Distribution or sale of a Share towards payment of any matured
    Secured Obligation (or any part thereof) selected by it.
	11.10	The
    Pledgee may exercise his rights under clauses 4.5. up to and including 4.10. without first requiring payment from, or exercising
    any security right vis-à-vis, any other person.


 


12.
Information undertakings.


 


	12.1	The
    Pledgor and the Company shall, on demand by the Pledgee, promptly supply the Pledgee with such documents and information relating
    to the Shares as the Pledgee may request.
	12.2	The
    Pledgor or the Company shall, upon becoming aware of any claim, litigation, arbitration or administrative or regulatory proceedings
    (including any attachment, execution or winding-up) made, initiated or threatened by any person which might adversely affect
    this deed, the Pledge or any right of the Pledgee under this deed, promptly notify that person of the Pledge and supply to
    the Pledgee the details of the claim or proceedings.


 


General
undertakings.


 


	12.3	The
    Pledgor shall promptly take all action which is necessary or (in the opinion of the Pledgee) desirable in connection with
    this deed, the Pledge, the obligations of the Pledgor’s and the Pledgee’s rights under this deed.


 


Restrictions
for the Company.


 


	12.4	The
    Company shall not (and the Pledgor will ensure that the Company does not) proceed to any amendment of its articles of association.
	12.5	The
    Company will not proceed with (and the Pledgor will ensure that the Company does not proceed with) any amendment of its articles
    of association that affects the value of the Shares, the right of Pledge or the rights of the Pledgee under this deed.
	12.6	The
    Company will not (and the Pledgor will ensure that the Company will not) issue any share in its capital, reduce, cancel, repurchase
    or otherwise acquire any share in its capital or make any payment or payment of any dividend or other distribution on its
    shares other than in cash.


 




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13.
Step-in right | power of attorney.


 


	13.1	If
    the Pledgor does not (or gives the Pledgee good reasons to fear that it will not) comply with any obligation under this deed,
    the Pledgee may perform the obligation concerned either in its own name or on behalf of the Pledgor under the power of attorney
    provided for in the following paragraph.
	13.2	The
    Pledgor hereby grants the Pledgee (in the Pledgee’s interest) an irrevocable power of attorney to perform, on behalf
    of the Pledgor, all acts which the Pledgor must perform pursuant to this deed. In performing acts pursuant to this power of
    attorney the Pledgee may act as a counterparty to the Pledgor or act as an authorised representative of one or more other
    persons involved in those acts. The Pledgee may grant (directly or indirectly) a power of attorney to another person to perform
    acts on behalf of the Pledgor within the limits of this power of attorney or substitute another person for itself as authorised
    representative under this power of attorney.


 


Costs and indemnification.


 


14.
Costs.


 


	14.1	Each
    party shall bear its own costs and expenses in connection with this deed and the right of pledge.
	14.2	Without
    prejudice to the forgoing under 6.1., the Pledgor will reimburse the Pledgee all costs (including legal fees) incurred by
    the Pledgee in connection with the exercise of its rights under clause 5 (Step-in right | Power of attorney), the enforcement
    or protection of any other right under this deed or in general in connection with the Shares.


 


Liability.


 


	14.3	The
    Pledgee is not liable for any damage suffered by the Pledgor or the Company in connection with this deed or the right of pledge,
    other than damage resulting from the wilful misconduct or gross negligence of the Pledgee.
	14.4	Neither
    the Pledgor, nor the Company have any rights against, or may enforce any right or institute any legal or other proceedings
    against, any director of supervisory director, officer, employee or representative of the Pledgor in connection with this
    deed or the pledge.
	14.5	The
    Pledgor will indemnify the Pledgee against all costs, expenses, losses and liabilities which the Pledgee, or any of its directors,
    officers, employees or representatives, incurs or suffers as a result of any right or purported right of any person in connection
    with this deed, the pledge or the Shares.


 


Suspension
| termination | amendments and waivers.


 


15.
No suspension.


 


	15.1	Neither
    the Pledgor nor the Pledgee may suspend the fulfilment of its obligations under this deed on any ground whatsoever.


 


Termination.


 


	15.2	The
    Pledgee may at any time, by notice to the Pledgor with a copy to the Company, waive (opzeggen) the Pledge (in whole
    or in part) or determine that it shall from then on secure only a part of the Secured Obligations. The Pledgor hereby accepts
    any such limitation or waiver in anticipation.
	15.3	If
    the Pledgee has determined that the Secured Obligations have been irrevocably paid in full and that no new Secured Obligations
    can become outstanding, it shall, upon the request of the Pledgor, confirm to the Pledgor that the Pledge has terminated.
	15.4	Neither
    the Pledgor, nor the Company can rescind (ontbinden) this deed. The Pledgor shall bear the risk of any error (dwaling)
    made by it in relation to this deed.


 




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Amendments
and waivers


 


	15.5	This
                                         deed may only be amended or supplemented by a notarial deed to which the Pledgor and
                                         the Pledgee are parties and provisions of this deed may only be waived by a written agreement
                                         between the Pledgor and the Pledgee. Any amendment, addition or waiver so agreed binds
                                         the Company.



 


Changes
to parties.


 


16.
Changes to the Pledgee


 


	16.1	The
    Pledge may pass (in whole or in part) to another person as pledgee.
	16.2	If
    the Pledge passes to another person, the Pledgee may assign (overdragen) its rights or transfer (overdragen)
    its legal relationship (rechtsverhouding) under this deed to that person. The Pledgor and the Company hereby cooperate
    with any transfer in anticipation. Any transfer shall take effect by notice to the Pledgor (whether prior to or after the
    signing of the deed of transfer).
	16.3	If
    the Pledge is transferred to another person, the Pledgor and the Company will, at the request of the Pledgee or such person,
    immediately perform all acts necessary to ensure that the voting rights attached to the Shares can pass to such person in
    accordance with clause 4.8. under (a) (Rights upon enforcement).


 


Changes
to the Pledgor


 


	16.4	The
    Pledgor may not assign, transfer or encumber any of its rights or obligations under this deed.


 


17.Evidence
and notices.


 


	17.1	The
    entries made in the accounts maintained by the Pledgee are conclusive evidence (dwingend bewijs) of the matters to
    which they relate.
	17.2	Any
    communication in connection with this deed must be made in writing and, unless otherwise provided, may be made by e-mail or
    letter to the address of the respective party.


 


18.Governing
law and jurisdiction.


 


	18.1	This
    deed (including clause 11.2) is governed by Dutch law.
	18.2	The
    courts of Amsterdam, the Netherlands, have exclusive jurisdiction to settle any dispute arising out of or in connection with
    this deed (including a dispute regarding the existence, validity, termination or amendment of this deed). This clause 11.2.
    is for the benefit of the Pledgee only, who may initiate proceedings in any other court with jurisdiction.


 


Attached
documents.


 


The
written powers of attorney to the person appearing are evidenced by three (3) private instruments, of which copies are attached
to this deed.


 


Final.


 


In
witness whereof the original of this deed which will be retained by me, notaris, is executed in Amsterdam, on the date first mentioned
in the head of this deed.


 


Having
conveyed the substance of the deed and given an explanation thereto and having pointed out the consequences arising from the contents
of the deed for the parties and following the statement of the person appearing to have taken note of the contents of the deed
and being in agreement with the partial reading thereof, this deed is signed, immediately after reading those parts of the deed
which the law requires to be read, by the person appearing, who is known to me, notaris, and by me.


 




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Part
2: Deed of Release


 


571254.std/SN


 


DRAFT
ZUIDBROEK DATED 15 MARCH 2021


DEED
OF RELEASE OF RIGHT OF PLEDGE OF SHARES


STUDIO397
B.V.


 


On
[●] two thousand twenty-one appears before me, Reinhard Willem Clumpkens, notaris (civil-law notary) practising in Amsterdam:


 


[●],
for the purpose hereof acting as attorney authorised in writing of:


 


	7.	MOTORSPORT
    GAMES INC, incorporated and validly existing under the Laws of the United States of America, having its corporate seat
    in Delaware, United States of America, the Netherlands and address at Delaware, Dover, Kent County 19901, United States of
    America, the Netherlands, 3500 c/o Incorporating Services, Ltd. South DuPont Highway, Trade Register number 4671180 (the “Pledgor”);
	8.	Technology
    In Business B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid),
    having its corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan
    11, Trade Register number 68221126 (the “Pledgee”); and
	9.	Studio397
    B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its
    corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan 11, Trade Register
    number 66752973 (the “Company”).


 


The
person appearing


 


WHEREAS:


 


Pledge
on shares.


 


	(x)	on
    [●] two thousand twenty-one the Pledgor, as purchaser, and the Pledgee, as seller, entered into a share purchase agreement
    (the “Agreement”);
	(xi)	on
    [●] two thousand twenty-one, the Pledgor created a right of pledge on twenty (20) shares in the capital of the Company,
    numbered 1 up to and including 20, each share with a nominal value of one Euro (EUR 1.00) (the “Right of Pledge”).


 


Agreement
on release of pledge


 


	(xii)	The
    Pledgor, in its capacity of purchaser, and the Pledgee, in its capacity of seller, have agreed in clause 15.1 of the Agreement,
    that In the event of any claim by the purchaser pursuant to the Agreement, the purchaser shall have the right to, at its sole
    discretion, set-off (verrekenen) any such claim against the Deferred Payment (as defined in the Agreement). If a claim
    has been set-off against the Deferred Payment, the seller shall cooperate and execute any document required to decrease the
    pledged shares pro rata the amount that the Deferred Payment has been decreased with as a result of such set-off
	(xiii)	As
    evidenced by [●], the Pledgee, as purchaser, has set off an amount of [●] against the Deferred Payment, so that
    the Deferred Payment as of [date] amounts to [●] United States Dollars (US $ [●]) so that the Pledgee hereby wishes
    to release the Right of Pledge over [●] shares in the share capital of the Company (the “Released Shares”)and
    the Pledgor is willing to accept such release.


 




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AND
DECLARES THAT,


 


19.
Release


 


	19.1	The
    Pledgee hereby unconditionally and irrevocably releases (doet afstand van) in accordance with article 3:81 sub 2 under
    c of the Dutch Civil Code (Burgerlijk Wetboek)
	 	the
    Right of Pledge over the Released Shares and the Pledgor accepts such release.
	19.2	The
    Company acknowledges the release of the Right of Pledge over the Released Shares and shall update its share register accordingly
    and provide an updated copy thereof to the Pledgor and the Pledgee.


 


20.
Governing law and jurisdiction.


 


	2.1	This
    deed (including clause 2.2) is governed by Dutch law.
	2.2	The
    courts of Amsterdam, the Netherlands, have exclusive jurisdiction to settle any dispute arising out of or in connection with
    this deed (including a dispute regarding the existence, validity, termination or amendment of this deed). This clause 2.2.
    is for the benefit of the Pledgor only, who may initiate proceedings in any other court with jurisdiction.


 


Attached
documents.


 


The
written powers of attorney to the person appearing is evidenced by three (3) private instruments, of which a copies are attached
to this deed.


 


Final.


 


In
witness whereof the original of this deed which will be retained by me, notaris, is executed in Amsterdam, on the date first mentioned
in the head of this deed.


 


Having
conveyed the substance of the deed and given an explanation thereto and having pointed out the consequences arising from the contents
of the deed for the parties and following the statement of the person appearing to have taken note of the contents of the deed
and being in agreement with the partial reading thereof, this deed is signed, immediately after reading those parts of the deed
which the law requires to be read, by the person appearing, who is known to me, notaris, and by me.


 




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SCHEDULE
7: SELLER WARRANTIES


 


Part
1: Fundamental Warranties


 


	1.	Authority
    and Capacity of the Seller and Parent
	 	 
	1.1	Each
    of the Seller and the Parent has been duly incorporated and validly exists under the laws of the Netherlands and has the necessary
    corporate capacity and power to enter into this agreement and to perform its obligations under this agreement.
	 	 
	1.2	All
    corporate and other action required to be taken by the Seller and the Parent to authorize the execution of this agreement
    and the performance of its obligations under this agreement has been duly taken or will have been duly taken by Completion.
	 	 
	1.3	This
    agreement has been duly executed on behalf of the Seller and the Parent and constitutes legal, valid and binding obligations
    of the Seller and the Parent, enforceable in accordance with its terms.
	 	 
	1.4	The
    execution and performance of this agreement do not conflict with or result in a breach of any material provision of the articles
    of association or similar documents of the Seller and the Parent.
	 	 
	1.5	No
    approval, consent, license or notice to any regulatory or governmental body must be obtained or made by the Seller and the
    Parent in connection with the execution and performance by the Seller and the Parent of this agreement.
	 	 
	2.	Corporate
    Organization
	 	 
	2.1	The
    Company has been duly incorporated under the laws of the Netherlands and has been validly existing since its incorporation
    and has the required power to own its assets and to carry on its business as presently conducted.
	 	 
	2.2	The
    articles of association of the Company, dated 30 August 2016 and contained in the Disclosed Information, are the articles
    of association as currently in force. No decision has been taken, nor has any resolution been adopted by the general meeting
    of shareholders, to amend the articles of association of the Company.
	 	 
	2.3	The
    Company is duly registered with the trade register of the Chamber of Commerce in the Netherlands (or an equivalent body in
    a jurisdiction other than the Netherlands). The extracts of the Dutch Trade Register contained in the Disclosed Information
    are true, accurate and not misleading.
	 	 
	2.4	The
    Company has not granted a power of attorney or similar authority to any third party authorizing such third party to represent
    and bind the Company, either in general or for any special purposes other than any powers of attorney registered with the
    Dutch Trade Register.
	 	 
	2.5	The
    shareholders’ register of the Company is complete, current and accurately reflects the corporate resolutions of its
    shareholders, management board, supervisory board and any committees or other bodies of the Company as required by applicable
    law.
	 	 
	2.6	The
    Company has not been declared bankrupt (failliet verklaard) or been granted a temporary or definitive suspension of
    payments (surséance van betaling) nor has any person applied for a declaration of bankruptcy of the Company.


 




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	2.7	The
    Company has not been a party to a merger or de-merger during the past three years. No proposal has been made or resolution
    has been adopted by a corporate body for a statutory merger (juridische fusie) or division (splitsing) involving
    the Company.
	 	 
	2.8	There
    has been no proposal made or resolution adopted by a corporate body for the dissolution or liquidation of the Company nor
    do any circumstances exist which may result in dissolution or liquidation.
	 	 
	2.9	There
    has been no proposal made or resolution adopted by a corporate body of the Company that has not (yet) been effected.
	 	 
	2.10	The
    Company does not have any branch, agency or permanent establishment (vaste inrichting).
	 	 
	3.	Shares
	 	 
	3.1	The
    Shares constitute the whole of the issued share capital of the Company.
	 	 
	3.2	The
    Shares have been validly issued and fully paid up and no obligations exist for anyone to make further contributions to the
    Shares.
	 	 
	3.3	The
    Seller has full legal and beneficial title to the Shares, free and clear of any Encumbrances.
	 	 
	3.4	The
    Seller is entitled to sell and transfer title to the Shares to the Purchaser.
	 	 
	3.5	The
    Company does not hold shares in its own capital.
	 	 
	3.6	No
    depositary receipts have been issued in respect of the Shares.


 




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Part
2: IP Warranties


 


	4.	Business
    Intellectual Property Rights
	 	 
	4.1	The
    Company (i) is the sole legal and beneficial owner of all Business IPR, free and clear of Encumbrances, including all Intellectual
    Property Rights vesting in rF2, the rF2 Brand, rF2 Content and rF2 Software and (ii) has secured any and all third party licenses
    necessary for the Business to carry on its business as currently conducted, including but not limited to any Third Party Licenses
    Cars and Tracks.
	 	 
	4.2	The
    Company fully owns (the Intellectual Property Rights attaching to) the rF2, the rF2 Brand, rF2 Content and rF2 Software that
    is developed by the Employees, Transferring UK Employees and/or the Contractors. There are no (written or oral) agreements
    between the Company and any of the Employees, Transferring UK Employees or Contractors that deviate from Section 7 Dutch Copyright
    Act (Auteurswet). None of the Employees, Transferring UK Employees or Contractors has claimed or is likely to make
    a claim to the ownership of such developed Intellectual Property Rights.
	 	 
	4.3	Details
    of the registered Business IPR owned or used by the Company, including applications for registration, and all commercially
    significant unregistered Intellectual Property Rights owned or used by the Company are Fairly Disclosed in the Disclosed Information.
    No other Intellectual Property Rights are required for the continuation of the Business as it is presently conducted.
	 	 
	4.4	The
    Company has duly paid all registration and/or renewal fees in respect of all registered Business IPR and have not done or
    omitted to do anything whereby any Business IPR may be revoked, invalidated or rendered unenforceable or whereby the prospects
    of registration of such rights may be prejudiced.
	 	 
	4.5	The
    domain names necessary for the Company to carry on its business as currently conducted are: studio-397.com, studio-397.net,
    studio-397.nl, studio-397.org, studio397.com, studio397.net, studio397.nl, studio397.org. The Company does not use nor requires
    any other domain name(s) to conduct the Business as it is presently conducted.
	 	 
	4.6	None
    of the processes and formulae, research and development results and other trade secrets relating to the Business of the Company,
    the value of which to the Company is contingent upon being kept confidential, have been disclosed by any of the Company to
    any person other than the employees, representatives and agents of the Company who are parties to confidentiality agreements
    with the Company or who are bound by implied or equitable duties of confidentiality.
	 	 
	4.7	The
    Business IPR are valid and enforceable and nothing has been done or omitted to be done that may prejudice the validity or
    enforceability of such Intellectual Property Rights. There are no claims, proceedings, orders pending or threatened, seeking
    to cancel, challenge, or limit the validity, ownership or enforceability of any Business IPR, and there are no circumstances
    that may prevent any application for a registration being granted. The Company has taken appropriate measures to protect the
    Business IPR.
	 	 
	4.8	The
    legal relationship under the rF2 Partnership and Assignment Agreement has been legally transferred by the Parent to the Company,
    with the cooperation of Image Space Incorporated, by way of contract assignment as referred to in Section 6:159 DCC.
	 	 
	4.9	Upon
    payment of the Buy-Out Royalty Payment, Image Space Incorporated will have no claim for any further royalty payments or otherwise
    from the Company.


 




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	4.10	Each
    of the licenses of Business IPR licensed by the Company as licensee or licensor are binding and in full force and effect.
    To the Seller Knowledge, there are no grounds on which any of the Business IP Licenses could be terminated by any third party.
    Each of the Business IP Licenses are complied with by the relevant parties thereto, and there are no pending or threatened
    disputes regarding any Business IP Licenses.
	 	 
	4.11	No
    activities of the Company or of any licensee under any license granted by the Company infringe or are likely to infringe any
    Business IPR of any third party and no claim has been made against any of the Company or any such licensee in respect of such
    infringement.
	 	 
	4.12	All
    written information relating to the Business IPR supplied by the Seller to the Purchaser is true and accurate in all respects
    and no information has been withheld by the Seller which is material to a purchaser of the Business IPR.
	 	 
	5.	Information
    Technology
	 	 
	5.1	The
    information and communication technology systems used by the Company (including hardware, proprietary and third party software,
    networks, peripherals and associated documentation) (“IT Systems”) are either owned by or properly leased
    or licensed to the Company.
	 	 
	5.2	Details
    of all licenses and leases of the IT Systems are Fairly Disclosed in the Disclosed Information. The Company is not in material
    breach of any such license or lease.
	 	 
	5.3	The
    IT Systems are sufficient and suitable for operational and business requirements of the Company, have been regularly and properly
    maintained and during the last 12 months there has been no failure, breakdown, defect or security breach of the IT Systems
    which has had a material adverse effect on the Company.
	 	 
	5.4	The
    IT Systems and all data and information of the Company held within the IT Systems are operated, maintained or held exclusively
    by the Company and are not wholly or partly dependent on any facility or process, including any electronic, mechanical or
    photographic process, which is not under the exclusive ownership and control of the Company. The Company has not disclosed
    to any third party any such data and information.
	 	 
	5.5	With
    regard to the computer software forming part of the IT Systems:
	 	 	 
	 	(a)	the
    Company owns all Intellectual Property Rights in bespoke computer software written for the Company in relation to the Business;
	 	 	 
	 	(b)	in
    the case of all other computer software, its use is licensed to the Company on an express or implied license which does not
    require the Company to make any further payments, is not terminable without the consent of the Company and which imposes no
    material restrictions, save as to copying, on the use or transfer of such computer software;
	 	 	 
	 	(c)	where
    such computer software is material to the Business, the Company have either entered into escrow arrangements or have the source
    code of all such computer software in their possession;
	 	 	 
	 	(d)	such
    computer software performs efficiently in accordance with its specification and does not contain any material defect or feature
    which has adversely affected or currently adversely affects its performance or the performance of any other software or hardware
    with which it interacts; and


 




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	 	(e)	such
    computer software is lawfully held and used and its use does not infringe the copyright or other Intellectual Property Rights
    of any person and all copies of it have been lawfully made.
	 	 
	 	Confidentiality
	 	 
	5.6	The
    IT Systems and all data and information of the Company held within the IT Systems are operated, maintained or held exclusively
    by the Company and are not wholly or partly dependent on any facility or process, including any electronic, mechanical or
    photographic process, which is not under the exclusive ownership and control of the Company. The Company has not disclosed
    to any third party any such data and information.
	 	 
	 	Open
    Source Software
	 	 
	5.7	The
    Company is in compliance with all Open Source Software licenses and has not made any rF2 or other proprietary software of
    the Company available as Open Source Software. No Open Source Software (a) was or is used in connection with the development
    of any rF2 or Business IPR, (b) was or is incorporated in whole or in part into or otherwise forms any part of any rF2 or
    Business IPR, or (c) has been distributed in whole or in part in conjunction with any rF2 or Business IPR. The Company has
    not used any Open Source Software in a manner that creates or purports to create obligations for the Company with respect
    to any rF2 or Business IPR (other than the Open Source Software), requires or purports to require the Company to make available
    any source code for any rF2 or Business IPR (other than the Open Source Software), or grants or purports to grant to any third
    party any rights or immunities under any rF2 or Business IPR (other than the Open Source Software).
	 	 
	 	No
    defects
	 	 
	5.8	The
    Business IPR and IT Systems are free from material defects and, to the Seller Knowledge, conform to the available specifications,
    documentation and samples of the Business IPR and IT Systems as have been Fairly Disclosed to the Purchaser. The software
    included in rF2, Business IPR and IT Systems does not contain (a) any clock, timer, counter, or other limiting or disabling
    code, design, routine or any viruses, Trojan horses, or other disabling or disruptive codes or commands that would cause rF2,
    the Business IPR, the IT Systems, or any data therein to be erased, made inoperable or otherwise rendered incapable of performing
    in accordance with its performance specifications and descriptions or otherwise limit or restrict the Company’s or any
    Person’s ability to use rF2, the Business IPR or the IT Systems after a specific or random number of years or copies,
    or (b) any back doors or other undocumented access mechanism allowing unauthorized access to, and viewing, manipulation, modification
    or other changes to rF2, the Business IPR, or the IT Systems. There have been no logical or physical intrusions to, any of
    the IT Systems, nor any performance reductions or breakdowns as a result thereof. There have also been no losses of data.
	 	 
	5.9	All
    records and data required by the Company and stored in electronic or magnetic means are capable of ready access through the
    IT Systems without recourse to any third party. No action is needed to enable the Company to continue using the IT Systems
    following Completion in the same manner and to the same extent as used as at the Completion Date.
	 	 
	 	Security
    and disaster recovery
	 	 
	5.10	The
    Company has implemented and reasonably maintained, consistent with customary industry practices and their obligations to third
    parties security and other measures appropriate: (a) to protect computers, networks, software and systems used to store, process
    or transmit the Business IPR from unauthorized access, use or modification, (b) to take and store on-site and off-site back-up
    copies of the Business IPR, and (c) to ensure that the Business can continue without material disruption in the event of breakdown
    or performance reduction of the Business IPR or loss of data, whether due to natural disaster, power failure or otherwise,
    including: (i) procedures to prevent unauthorized access to, or the introduction of viruses into, the IT Systems, (ii) regular
    penetration testing on the IT Systems (with any weaknesses detected by such testing having been remedied) and (iii) procedures
    to back-up data and disaster recovery plans that are reasonably adequate.


 




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Part
3: Business Warranties


 


	6.	Closing
    Balance Sheet
	 	 
	6.1	The
    Closing Balance Sheet was carefully prepared in good faith and in accordance with the normal practice of the Company from
    their accounting records using the Accounting Policies on a consistent basis and gave a reasonable indication of the assets,
    liabilities, income, expenses and profitability of the Company as at and to the date to which they were prepared.
	 	 
	6.2	The
    Closing Balance Sheet correctly and accurately reflects that (i) the Company’s Cash and Debt positions are nil pursuant
    to the Dividend Payment, (ii) the Company’s Working Capital is not a negative amount, (iii) the Company’s Cash
    Backed Deferred Income is nil, (iv) no royalty payables relating to Image Space Incorporated are outstanding and (v) the Company
    does not have any other outstanding liabilities or financial obligations.
	 	 
	6.3	At
    the Completion Date there are no amounts due or payable to the Seller or any Affiliate of the Seller by the Company other
    than those specifically provided for in the 2019 Accounts and 2020 Accounts.
	 	 
	7.	2019
    Accounts and 2020 Accounts
	 	 
	7.1	The
    2019 Accounts and 2020 Accounts:
	 	 
	 	(a)	have
    been prepared in accordance with applicable statutory requirements and fully comply with accounting practices and principles
    generally accepted in the Netherlands, applied on a basis consistent with that applied by the Company over the previous three
    financial years;
	 	 	 
	 	(b)	show
    a true and fair (getrouw, duidelijk en stelselmatig) view of the financial position, assets, liabilities and results
    of the Company for the financial year ending on the 2019 Accounts Date and 2020 Accounts Date; and
	 	 	 
	 	(c)	have
    been duly filed or an exemption from filing has been obtained in accordance with applicable statutory requirements.
	 	 
	7.2	The
    total amount of the debts shown in the 2019 Accounts and 2020 Accounts will in the normal course of collection realize its
    full value as set out in the Accounts, subject to any specific provision made in the 2019 Accounts and 2020 Accounts for bad
    and doubtful debts.
	 	 
	7.3	There
    are no circumstances which indicate that the total amounts that are owed to the Company at the date of this agreement and
    which are not fully written off or provided for in the 2019 Accounts and 2020 Accounts may prove to be irrecoverable in whole
    or in part.
	 	 
	7.4	The
    Company has not subordinated, discounted, factored or sold (or in any such case agreed to do so) any of its debts or other
    receivables.
	 	 
	7.5	The
    Companies is not a party to or liable under any loan agreement, credit facility or other similar commitment.
	 	 
	7.6	The
    Company is not a party to or liable (including contingently) under any guarantee, indemnity, suretyship, letter of set off
    or other similar commitment and there is not outstanding any such guarantee, indemnity, suretyship, letter of set off or other
    similar commitment given by or for the benefit of the Company.


 




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	7.7	The
    Company has not created, or agreed to create any Encumbrance over all or any of its property, assets, undertaking, goodwill,
    reserves or share capital nor has any person made any claim to be entitled to any such Encumbrance.
	 	 
	7.8	The
    Company has at all times paid their creditors within the times agreed with such creditors and there are no debts which are
    overdue for payment or for which the Company may be liable to pay interest.
	 	 
	7.9	All
    applications for governmental subsidies, which have been made or are reflected in the 2019 Accounts and 2020 Accounts have
    been duly and correctly made and no refunds, and no interest, penalties or additions regarding such refunds, are or will be
    due in respect of governmental subsidies.
	 	 
	8.	Events
    since the 2019 Accounts Date and 2020 Accounts Date
	 	 
	 	Since
    the 2019 Accounts Date and the 2020 Accounts Date:
	 	 
	8.1	the
    Company has conducted the Business in a normal and proper manner so as to maintain it as a going concern in the ordinary course
    and in the same manner as in the past;
	 	 
	8.2	the
    Company has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than in
    the ordinary course of business;
	 	 
	8.3	the
    Company has not entered into or incurred any material capital commitment, contingent liability or any other material liability
    nor does the Company plan to enter into such commitments or liabilities other than in the ordinary course of business;
	 	 
	8.4	the
    Company has not incurred any borrowings or any other indebtedness other than in the ordinary course of business;
	 	 
	8.5	other
    than the Dividend Payment, no (interim) dividend, repayment on capital or other distribution has been declared, agreed to
    be paid or paid by the Company;
	 	 
	8.6	the
    Company has paid their creditors consistent with past practice;
	 	 
	8.7	the
    Accounting Policies and practices have not been changed;
	 	 
	8.8	the
    work in progress of the Company has been sufficient to maintain the cash flow and profitability as reflected in the Accounts;
	 	 
	8.9	the
    receivables owing to the Company included in the Accounts have been realized on their due date for payment for an amount not
    less than the value included in the Accounts and no receivables have been written off or have proved to be bad or doubtful
    debts;
	 	 
	8.10	no
    major litigation involving the Company has settled, commenced or is threatened; and
	 	 
	8.11	the
    Company has not authorized or entered into any agreement or commitment with respect to any of the foregoing.


 




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	9.	Assets
    and operations
	 	 
	9.1	All
    assets used or held by the Company in connection with its business are:
	 	 
	 	(a)	legally
    and beneficially owned by the Company free from Encumbrances (except for assets subject to hire purchase or finance lease
    agreements);
	 	 	 
	 	(b)	used
    exclusively by the Company; and
	 	 	 
	 	(c)	(where
    capable of possession) in the exclusive possession or under the direct control of the Company.
	 	 	 
	9.2	The
    Disclosed Information contains full and accurate details (or copies) of each hire purchase or finance lease agreement under
    which any asset is used or held by the Company.
	 	 
	9.3	The
    assets owned or used by the Company comprise all the assets and operations necessary for the continuation of the Company’s
    business as currently carried on. The Company does not depend on the use of assets owned, or services provided by, any member
    of the Seller Group.
	 	 
	10.	Customers
    and Suppliers
	 	 
	10.1	The
    Disclosed Information contains (i) a complete and accurate list of each customer of the Company in each of the financial years
    2019 and 2020 and (ii) a complete and accurate list of each supplier of the Company in each of the financial years 2019 and
    2020.
	 	 
	10.2	No
    customer or supplier of the Company has terminated or will terminate any contract with the Company or withdraw or reduce its
    custom or services with it, after the Completion Date or as a result of the proposed acquisition of the Shares by the Purchaser.
	 	 
	10.3	All
    goods manufactured, sold or supplied (and all stocks of such goods) by the Company have been manufactured, sold or supplied
    in compliance with all applicable laws and standards.
	 	 
	11.	Contracts
    and Agreements
	 	 
	11.1	The
    Company has entered into binding written agreements for each customer, supplier and partner reflecting the entire commercial
    arrangement between the parties. An executed copy of all written agreements to which the Company is a party are contained
    in the Disclosed Information. All such agreements are complete, validly executed and enforceable in accordance with their
    terms. To each customer agreement to which the general terms and conditions of the Company have been declared applicable,
    such general terms and conditions have been delivered in accordance with applicable laws.
	 	 
	11.2	Each
    agreement to which the Company is a party is valid and binding on each of the parties to it and the Company has not received
    any notice (written or oral) of cancellation, termination, rescission, invalidity or claim pursuant to any actual or alleged
    breach of any agreement to which the Company is a party. To the Seller Knowledge, there are no grounds for determination,
    rescission, avoidance, repudiation or a material change in the terms of any agreement to the Company is a party.
	 	 
	11.3	The
    Company is not, and no other party is, in breach of any agreement or arrangement to which the Company is a party and there
    are no matters or circumstances which might give rise to a breach of such agreement or arrangement by any party to it.


 




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	11.4	The
    Company does not have any contract (i) with governing law other than Dutch applicable law, (ii) that cannot be canceled with
    no more than 60 days’ notice without liability, penalty or premium, (iii) that contains any restrictions or conditions
    on assignability to another member of the Purchaser Group, (iv) that contains non-customary payment terms, (v) that contains
    non-customary renewal terms, (vi) that contains deviations from the Company’s standard template relating to refund policies,
    use of logos and or marketing restrictions, (vii) that contains non-customary reps and warranties granted relating to data
    quality, (viii) with a non-competition, non-solicitation, “most-favored-nations” pricing or exclusivity agreement
    or other arrangement that would prevent, restrict or limit in any way the Company or any Affiliate of the Company (including,
    following the Completion, the Purchaser and its Affiliates) from carrying on its Business in any manner or in any geographic
    location, (ix) requiring a change of control consent from, or the provision of notice to, the contracting party, (x) involving
    a joint venture or a sharing of profits or revenue with other Persons or that provides for the payment of referral fees or
    bounties, (xi) relating to any interest rate, currency or commodity derivatives or hedging transaction, (xii) with any Authority,
    (xiii) in which the Company agrees to provide indemnification that may result in liability in excess of €100,000, (xiv)
    granting a power of attorney, agency or similar authority to another Person, (xv) with any Authority, (xvi) providing for
    any joint ownership of Intellectual Property Rights or assignment of Intellectual Property Rights by the Company, (xvii) relating
    to the settlement of any proceeding, or (xviii) that subjects or binds the Company to any covenant not to sue its business.
	 	 
	11.5	There
    are no written or oral contracts, agreements or arrangements between the Company and the Seller or any Affiliate of the Seller.
	 	 
	11.6	No
    offer, tender or the like made by the Company is outstanding which is capable of being converted into a contract by an acceptance
    or other act of a third party and which involves, or will involve, individually, expenditure by the Company.
	 	 
	11.7	The
    execution and the performance of this agreement and the Transaction will not breach any agreement to which the Company is
    a party, nor will it entitle any other party to terminate any such agreement.
	 	 
	12.	Insurance
	 	 
	12.1	Details
    of all insurance policies maintained by the Company or for their benefit (“Insurance Policies”) and details
    of all insurance claims made by the Company are Fairly Disclosed in the Disclosed Information.
	 	 
	12.2	Up
    to Completion, all Insurance Policies are in full force and effect, and all premiums due have been duly and punctually paid.
    No written notifications have been received with regard to the termination or non-renewal of any Insurance Policy or its continuation
    or renewal on less favorable terms and conditions.
	 	 
	12.3	The
    Insurance Policies provide adequate cover for all the assets of the Company and the Business (that is, on adequate terms and
    conditions and for adequate values) against all risks normally insured against by persons carrying on the same type of business
    as the Business. The Insurance Policies are sufficient for the continuation of the Business as it is currently carried on
    and enable the Company to comply with all requirements of law and all agreements to which they are a party.
	 	 
	12.4	The
    Company has maintained since their incorporation insurance with responsible and reputable insurance companies or associations
    and have at all times been adequately covered against all risks normally insured against by persons carrying on the same type
    of business as the Business.


 




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	12.5	None
    of the Insurance Policies are subject to any unusual restrictions, bonuses or the payment of any premium in excess of the
    normal rate and the Company has not done, or omitted to do, anything which may result in an increase in the premiums payable
    for any such insurance or whereby the renewal of any such insurance may be adversely affected or refused.
	 	 
	13.	Data
    Protection
	 	 
	13.1	The
    Company has complied with all Data Protection Laws, including:
	 	 
	 	(a)	requirements
    relating to the registration with and/or notification to any data protection Authority in relation to the processing of personal
    data;
	 	 	 
	 	(b)	requirements
    relating to requests from individuals for access to personal data held by it;
	 	 	 
	 	(c)	data
    protection principles set out in the Data Protection Laws;
	 	 	 
	 	(d)	requirements
    relating to the processing of personal data by a data processor on its behalf; and
	 	 	 
	 	(e)	the
    obtaining of necessary consents from data subjects to the processing of personal data relating to them.
	 	 
	13.2	The
    Company has always had in place and operated adequate procedures and agreements to ensure continued compliance with Data Protection
    Laws.
	 	 
	13.3	No
    written notifications from any person or body alleging non-compliance with any Data Protection Laws have been received by
    the Company.
	 	 
	13.4	The
    entry into and performance of obligations under this agreement will not result in the processing of personal data by or on
    behalf of the Company being in breach of Data Protection Laws due to any notifications or consents becoming invalid.
	 	 
	14.	Anti-bribery
    and anti-corruption
	 	 
	14.1	None
    of the Company and its Affiliates, including each of their respective directors, officers, employees, representatives or (other)
    third parties acting directly for or on behalf of the Company or its Affiliates, have taken any action in violation of applicable
    Anti-Corruption Laws.
	 	 
	14.2	Company
    and each of its Affiliates has instituted and maintained reasonable policies, internal procedures and internal controls appropriate
    to ensure the Company or any of its Affiliates, including its respective directors, officers and employees, does not violate
    applicable Anti-Corruption Laws in relation to the Business.
	 	 
	14.3	The
    Company nor its Affiliates has conducted or initiated any internal investigation or made voluntary, directed, or involuntary
    disclosure to any Authority or similar agency with respect to any alleged act or omission arising under or relating to any
    potential noncompliance with Anti-Corruption Laws. There are no pending or threatened claims, charges, investigations, violations,
    settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any of its Affiliate
    with respect to any Anti-Corruption Laws.


 




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	15.	Real
    Estate Properties
	 	 
	15.1	The
    Company does not own or has ever owned any real estate. The Company does not lease, use or occupy and has never leased, used
    or occupied any real estate properties.
	 	 
	15.2	All
    Employees work remotely from their place of residence. Pursuant to occupational health and safety legislation, the home workplace
    has been set up in accordance with ergonomic principles.
	 	 
	16.	Employees
	 	 
	16.1	The
    Disclosed Information contains full and accurate details of the function, date of birth, number of years of employment and
    salary of each of the Employees and Transferring UK Employees.
	 	 
	16.2	No
    Employee and/or Transferring UK Employee has given, or has been given, notice of termination of his employment, nor have any
    other termination arrangements been initiated.
	 	 
	16.3	The
    Disclosed Information contains full and accurate details of the terms and conditions of employment applicable to the Employees
    and Transferring UK Employees. No proposal, assurance or commitment has been communicated to any person regarding any material
    change to his terms of employment or working conditions or regarding the continuance, introduction, increase or improvement
    of any material benefit, custom or any discretionary arrangement or practice.
	 	 
	16.4	The
    Company and/or Seller Group has not granted any loan, or provided any financial assistance to any Employee, Transferring UK
    Employee or former or prospective employee of the Company, which is outstanding and other than loans made in the ordinary
    course of business.
	 	 
	16.5	The
    Company and/or Seller Group has in relation to each of the Employees, Transferring UK Employees and each of the former employees
    of the Company, complied with all obligations imposed on them by all applicable laws, codes of conduct and practice relating
    to or affecting employment, occupational safety and health, fair employment, equal opportunity or similar matters and have
    maintained current, adequate and suitable records regarding the service and terms and conditions of employment of each Employee,
    Transferring UK Employee and former employee. There are no arrears in respect of any payments due to the Employees, the Transferring
    UK Employees and the Contractors.
	 	 
	16.6	The
    Company is not a party to any collective labor agreement.
	 	 
	16.7	The
    Company has not instituted a works council (ondernemingsraad) and does not have any legal obligation to do so.
	 	 
	16.8	Other
    than the agreements with the Contractors, the Transferring UK Employees and Employees as included in the Data Room, the Contractors,
    the Transferring UK Employees and the Employees do not pursue any activities that compete with the Business that have not
    been Fairly Disclosed to the Purchaser.
	 	 
	16.9	None
    of the former employees of the Company are entitled to any remuneration, benefits, premiums and damages or similar payments
    (other than severance payments), save as specifically set out in the 2019 Accounts and 2020 Accounts.


 




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	16.10	There
    is no ongoing dispute, nor is any pending or threatened, between the Company and/or Seller Group and any Employees, Transferring
    UK Employees or former employees.
	 	 
	16.11	During
    the past three years there have been no material labor disputes between the Company and any of the (former) employees and/or
    any trade union and no circumstances exist that may lead to a collective labor dispute.
	 	 
	16.12	Within
    the period of three years prior to the Signing Date, the Company has not been a party to a transaction involving the transfer
    of assets as a result of which employees have been transferred to any of the Company by operation of law, nor could any Employees
    or former employees of the Company claim that such a transfer has taken place.
	 	 
	16.13	The
    Company has not requested nor received any compensation under the temporary emergency bridging measures (NOW1, NOW2 or NOW3)
    from any Authority.
	 	 
	16.14	The
    German Employees as listed in schedule 13 (part 3) are engaged by the Company in accordance with the applicable laws. None
    of the German Employees, nor any Authority, has any claim or right to claim from a tax and employment law perspective.
	 	 
	16.15	All
    Contractors and former contractors of the Company are engaged by the Company in accordance with the applicable laws in all
    the relevant jurisdictions. None of the Contractors nor former contractors has claimed, or has any right to claim, that he/she
    has an employment relationship with the Company both from a tax and employment law perspective.
	 	 
	17.	Pensions
	 	 
	17.1	The
    Disclosed Information contains full and accurate details of all pension arrangements and schemes of the Company (“Pension
    Arrangements”). The Pension Arrangements apply to all Employees or former employees and directors of the Company.
	 	 
	17.2	All
    premiums that have become due in respect of the Pension Arrangements have been paid or are adequately provided for and the
    Company has no obligation with respect to the Pension Arrangements, including back-service obligations, which are not fully
    funded or adequately provided for.
	 	 
	17.3	The
    Company and/or the Seller have complied with all and any statutory obligations to participate in any branch or industry pension
    fund in respect of all Employees and Transferring UK Employees subject to such obligation.
	 	 
	18.	Compliance
    and Permits
	 	 
	18.1	The
    Company is qualified to conduct the Business and are conducting the Business in compliance with all applicable laws.
	 	 
	18.2	The
    Company is not engaged in any agreement, arrangement, practices or conduct which infringes any competition (anti-trust) law
    of any jurisdiction in which the Company conducts business.
	 	 
	18.3	The
    Company has obtained all licenses and permits required for conducting the Business. These licenses and permits are properly
    registered in the name Company, are in full force and effect and are being complied with in all material respects.


 




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	19.	Litigation
	 	 
	19.1	The
    Company has not received any notice or other written communication from any Authority or other person regarding any actual,
    alleged, possible or potential violation of or failure to comply with any applicable laws.
	 	 
	19.2	The
    Company is not engaged in any disputes or proceedings and there are no proceedings threatened against the Company. There is
    no fact or circumstance which is likely to give rise to any proceedings against the Company.
	 	 
	19.3	The
    Company is not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or
    regulatory body nor is there any fact or circumstance which is likely to give rise to any such investigation, inquiry or enforcement
    proceedings.
	 	 
	20.	No
    brokers’ fee
	 	 
	 	No
    person is entitled to receive from the Company in connection with this agreement, or any document to be executed in connection
    with it, any finder’s fee, brokerage, commission, legal fee, consultancy fee or any other similar payment.
	 	 
	21.	Information
	 	 
	 	All
    written information relating to the Company, the Business and the rF2 IP supplied by the Seller and the Parent to the Purchaser
    is true and accurate in all respects and no information has been withheld by the Seller nor the Parent which is material to
    a purchaser of the Company, the Business or the rF2 IP.


 




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Part
4: Tax Warranties


 


	22.	Tax
	 	 
	22.1	All
    Tax for which the Company has been assessed or that has become due has either been paid in full or been fully provided for
    in the Accounts.
	 	 
	22.2	The
    Company has duly, timely and correctly made all filings, returns, payments and withholdings, given all notices, maintained
    all records and supplied all other information in relation to Tax which they were required to make, give, maintain or supply
    and all such returns, payments, withholdings, notices, records and information were complete and accurate.
	 	 
	22.3	All
    records which the Company is required to keep for Tax purposes or which are needed to substantiate any claim made or position
    taken in relation to Tax by the Company have been duly kept and are (or can be made immediately) available for inspection
    at the premises of the Company.
	 	 
	22.4	The
    Company has not been, nor are, liable to pay any penalty, fine, surcharge, interest or similar amount in relation to Tax.
    There are no facts which are likely to cause the Company to become liable to pay any such penalty, fine, surcharge, interest
    or similar amount. There have been no circumstances which might increase or otherwise adversely affect such a penalty, fine,
    surcharge, interest or similar amount.
	 	 
	22.5	Each
    transaction between any member of the Seller Group on the one hand and the Company on the other hand has been carried out
    on an arm’s length basis.
	 	 
	22.6	The
    amount of Tax chargeable on the Company has not been affected by any concession, arrangements, agreement or other formal or
    informal arrangement with any Tax Authority (not being a concession, agreement or arrangement available to companies generally).
    The Company is not subject to a special Tax regime.
	 	 
	22.7	The
    Company has made all deductions and/or withholdings in respect of, or on account of, any Tax from any payments made by them
    which they are obliged or entitled to make and have accounted in full to the appropriate Tax Authority for all amounts so
    deducted and/or withheld.
	 	 
	22.8	The
    Company has not claimed or been granted exemptions from Tax that may give rise to the assessment and/or payment of Tax in
    connection with but not limited to a sale, reorganization, merger and/or disposal of the Company.
	 	 
	22.9	The
    Company has always been resident, for Tax purposes, in the Netherlands and is not and has never been resident, for Tax purposes,
    in any other jurisdiction, neither have they had a taxable presence, or been deemed to have a taxable presence, including
    a CIT or VAT permanent establishment (vaste inrichting) outside the Netherlands.
	 	 
	22.10	No
    Tax for which any other party is or may be liable has been or will be charged in any way to the Company.
	 	 
	22.11	No
    Tax will accrue to the Company on the disposal and/or settlement by the Seller of any receivable of the Company.
	 	 
	22.12	The
    Company is not liable for Tax imposed on, or due for payment by, any third party (including any sub-contractor), the Seller
    or any of its Affiliates, except to the extent that full provision has been made in the Accounts.


 




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	22.13	There
    neither is nor has been any dispute, including litigation, between the Company and any Tax Authority, nor the Company been
    the subject of any extraordinary investigation by any Tax Authority and there are no facts which are likely to give rise to
    any such dispute or investigation.
	 	 
	22.14	The
    Company has been part of a CIT Fiscal Unity during the last five calendar years. No assets were transferred within the CIT
    Fiscal Unity during the existence of the CIT Fiscal Unity.
	 	 
	22.15	The
    Company is duly registered for the purposes of Tax in the country of its incorporation, and in any other country where such
    registration is required.
	 	 
	22.16	To
    the Seller Knowledge, the Company has not participated in any transaction, scheme or arrangement of which the main purpose
    or one of the main purposes, or the effect is the avoidance or evasion of a liability to Tax or which would be re-characterized
    or treated as unenforceable or ineffective for Tax purposes.
	 	 
	22.17	The
    Disclosed Information Fairly Discloses the details of all Events.


 




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SCHEDULE
8: TAX COVENANT


 


	1.	Definitions
	 	 
	1.1	In
    this schedule:
	 	 
	 	“Accounts
    Relief” means any of:
	 	 
	 	(a)	a
    Relief which has been treated as an asset in the 2019 Accounts and the 2020 Accounts; or
	 	 	 
	 	(b)	a
    Relief which has been taken into account in computing a provision for deferred tax which appears in the 2019 Accounts and
    the 2020 Accounts or has resulted in a provision for deferred tax being made in the 2019 Accounts and the 2020 Accounts;
	 	 
	 	“Actual
    Tax Liability” means any liability of the Company to make a payment of or in respect of Tax;
	 	 
	 	“CIT”
    means Corporate Income Tax (vennootschapsbelasting);
	 	 
	 	“CIT
    Fiscal Unity” means the fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes pursuant to
    Section 15 of the CITA of which the Company is or has been a member;
	 	 
	 	“CIT
    Settlement Statements” has the meaning given in paragraph 7.4 of this schedule;
	 	 
	 	“CITA”
    means the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969);
	 	 
	 	“Effective
    Tax Liability” means:
	 	 
	 	(a)	the
    unavailability in whole or in part of any Accounts Relief (other than as a result of a failure to utilize the relevant Accounts
    Relief or as a result of the effluxion of time); and/or
	 	 	 
	 	(b)	the
    utilization or set-off of any Post Completion Relief or any Accounts Relief against any Tax or against income, profit or gains
    in circumstances where but for such utilization or set-off an Actual Tax Liability would have arisen in respect of which the
    Seller would have been liable to the Purchaser under this schedule;


 


“Estimated
VAT Charge” means the estimated amount of VAT due relating to the Company for the period starting on Signing Date up
to the Completion Date;


 


“Event”
means any transaction, act, omission or event of whatsoever nature occurred or deemed to have occurred for Tax purposes, and
includes any change in the residence of any person for the purpose of any Tax, and references to an Event effected prior to the
Completion Date, includes references to a transaction completed after the Completion Date in pursuance of a legally binding obligation
or an arrangement, in either case whether or not conditional, incurred or entered into prior to the Completion Date;


 


“Final
VAT Charge” means the final amount of VAT due relating to the Company for the period starting on Signing Date up to
the Completion Date as calculated in the VAT Settlement Statements;


 


“Post
Completion Relief” means any Relief to the extent that it arises after Completion;


 




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“Relevant
Period” means any period prior to the Completion Date in respect of which the Company is required to make a return or
a payment to a Tax Authority or a period in relation to the CIT Fiscal Unity, including the part of any Straddle Period up to
the Completion Date;


 


“Seller
Conduct Matters” means the preparation and submission of all Tax Returns, the preparation and submission of all correspondence
relating to such Tax Returns and the negotiation and agreement of all maters relevant to the tax position of the Company for a
Relevant Period, with the exception of any Straddle Period;


 


“Straddle
Period” means the current accounting period of the Company as at the Completion Date;


 


“Tax
Audit” has the meaning given in paragraph 5.1 of this schedule;


 


“Tax
Liability” means any Actual Tax Liability or Effective Tax Liability;


 


“Tax
Refund” means a rebate, refund or repayment in respect of Tax, including any interest and any compensation of costs
relating to them;


 


“Tax
Return” means any return, declaration, computation, accounts, report, claim for refund or credit, information return,
statement, or other document relating to Tax, including any schedule or attachment to them and any amendment thereof, filed or
maintained, or required to be filed or maintained with respect to the calculation, determination, assessment or collection of
any Tax;


 


“Tax
Warranties” means the Seller’s Warranties set out in part 4 to schedule 7;


 


“Tax
Warranty Breach” means a breach of any of the Tax Warranties;


 


“TCA”
means the Dutch Tax Collection Act 1990 (Invorderingswet 1990);


 


“VAT
Fiscal Unity” means the fiscal unity (fiscale eenheid) for VAT purposes pursuant to Section 7, paragraph 4, of
the Value Added Tax Act 1968 (Wet op de omzetbelasting 1968) of which the Company is or has been a member;


 


“VAT
Settlement Statements” has the meaning given in paragraph 8.5 of this schedule; and


 


“VATA”
means the Dutch Value Added Tax Act 1968 (Wet op de omzetbelasting 1968).


 


	1.2	The
    value of an Effective Tax Liability is:
	 	 
	 	a)	Where
    the Effective Tax Liability involves the unavailability of any Accounts Relief:
	 	 	 
	 	 	i.	if
    the Accounts Relief which is unavailable is a right to repayment of Tax, the amount of the repayment which is unavailable;
    and
	 	 	 	 
	 	 	ii.	if
    the Accounts Relief which is unavailable is not a right to repayment of Tax, the amount of additional Tax which the Company
    is liable to pay which it would not have been liable to pay if the Accounts Relief was available; or


 




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	 	b)	where
    the Effective Tax Liability involves the set off of an Accounts Relief, the amount of additional Tax which the Company would
    have been liable to pay if the set off hat not occurred.
	 	 
	1.3	In
    this schedule, references to a Tax Liability in respect of income, profits or gains earned, accrued or received include a
    Tax Liability in respect of income, profits or gains treated for the purposes of the relevant Tax as having been earned, accrued
    or received.
	 	 
	1.4	In
    this schedule, references to a Tax Liability arising by reference of any Event include:
	 	 
	 	a)	a
    Tax Liability where the Event is treated for the purposes of the relevant Tax as having occurred; and
	 	 	 
	 	b)	in
    the case of a reference to any Event occurring before or on Completion, the combined effect of two or more Events;
	 	 	 
	 	 	i.	all
    of which occurred (or are treated for the purposes of the relevant Tax as having occurred) before or on Completion; or
	 	 	 	 
	 	 	ii.	at
    least one of which occurred (or is treated for the purposes of the relevant Tax as having occurred) before or on Completion,
    provided that all such Events which occurred (or are treated for the purposes of the relevant Tax as having occurred) after
    Completion in which the ordinary course of business of the Company or occurred pursuant to a legally binding obligation of
    the Company created before Completion.
	 	 	 	 
	2.	Tax
    Indemnities
	 	 
	2.1	The
    Seller shall at all times indemnify and hold harmless, on a euro-for-euro basis, the Purchaser (or at the Purchaser’s
    discretion, the Company) against:
	 	 
	 	(a)	any
    Tax Liability made against the Purchaser or the Company which arises by reference to any Event occurred or deemed to have
    occurred for Tax purposes before the Completion Date;
	 	 	 
	 	(b)	any
    Tax Liability in respect of any income, profits or gains which were earned, accrued or received before the Completion Date;
	 	 	 
	 	(c)	any
    Tax Liability of the Company which arises pursuant to articles 39 and / or 43 of the TCA as a consequence of the Company failing
    to discharge any Tax Liability;
	 	 	 
	 	(d)	any
    Tax Liability of the Company that is based on sections 34 and 35 of the TCA which arises as a result of an Event occurring
    on or before Completion;
	 	 	 
	 	(e)	the
    loss of any right of the Company to repayment of Tax, as a result of the set-off of such right pursuant to Section 24 of the
    TCA against a Tax Liability which arises as a result of an Event occurring or income, profits or gains earned, accrued or
    received on or before Completion by the Company; and
	 	 	 
	 	(f)	any
    costs or expenses incurred by the Purchaser or the Company in connection with any payment of Tax or the non-availability,
    loss or a reduction or cancellation of a right to a repayment of Tax as is, in each case, referred to in the preceding paragraphs,
    or in connection with any action taken in avoiding, resisting or settling any such payment of Tax or the non-availability,
    loss, or the reduction or cancellation of a right to a repayment of Tax,
	 	 	 
	 	(collectively:
    “Tax Indemnities”).


 




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	2.2	None
    of the Seller’s obligations under this schedule 8 shall be limited or qualified in any respect by the other provisions
    of the agreement.
	 	 
	3.	Exclusions
	 	 
	3.1	The
    payment obligations pursuant to the Tax Indemnities and the Tax Warranties contained in the agreement shall not cover any
    Tax Liability to the extent that:
	 	 
	 	(a)	a
    specific provision or reserve in respect of the Tax Liability is made in the 2019 Accounts and the 2020 Accounts or is specifically
    referred to in the notes to them;
	 	 	 
	 	(b)	such
    Tax Liability would not have arisen but for any transaction, act or omission carried out by the Purchaser or the Company after
    Completion which they knew (or should reasonably have known) would give rise to the Tax Liability in question, other than
    a transaction, act or omission which:
	 	 	 
	 	 	(i)	was
    required by law;
	 	 	 	 
	 	 	(ii)	was
    effected under a legally binding obligation of the Company entered into or created on or before Completion;
	 	 	 	 
	 	 	(iii)	occurred
    at the written direction of the Seller; or
	 	 	 	 
	 	 	(iv)	was
    in the ordinary course of business of the Company as carried on at Completion;
	 	 	 
	 	(c)	the
    Tax Liability has been actually recovered by the Purchaser under the Tax Warranties;
	 	 	 
	 	(d)	it
    arises as a result of the failure or omission of the Purchaser or a member of the Purchaser Group to make any valid claim,
    election, surrender or disclaimer, to give any valid notice or consent or to do any other thing under the provisions of any
    enactment or regulation relating to Tax after the Completion Date, the making, giving or doing of which was taken into account
    in computing the provisions for Tax in the 2019 Accounts and the 2020 Accounts;
	 	 	 
	 	(e)	written
    notice of a claim in respect of the Tax Liability is delivered by the Purchaser or the Company to the Seller after expiry
    of the statutory limitation period applicable to make a timely objection or appeal to the Tax matter giving rise to such claim,
    save to the extent that Seller is not prejudiced by such failure to notify; and
	 	 	 
	 	(f)	the
    Tax was discharged prior to Completion at no cost to the Company or any member of the Purchaser Group.


 




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	4.	Conduct
    of Tax Affairs
	 	 
	4.1	The
    Purchaser shall procure, and shall cause the Purchaser Group to procure, that:
	 	 
	 	(a)	the
    Seller (or such professional advisers as the Seller may select) shall have the sole conduct of the Seller Conduct Matters;
	 	 	 
	 	(b)	the
    Seller (or its advisers) shall be provided as soon as reasonably practicable with any information available or received by
    the Purchaser or a member of the Purchaser Group, which may reasonably be relevant to the Seller Conduct Matters;
	 	 	 
	 	(c)	a
    member of the Purchaser Group shall as soon as reasonably practicable authorise, sign and submit to the relevant Tax Authority
    any Tax Returns relating to a Relevant Period and make such claims and elections and give such consents and comply with all
    procedural requirements in respect of the making or giving of such Tax Returns or such claims, elections or consents as the
    Seller (or its advisers) may, in their absolute discretion, direct in writing; and
	 	 	 
	 	(d)	a
    member of the Purchaser Group shall not (unless so directed in writing by the Seller) amend, disregard, withdraw or disclaim
    any elections, claims or benefits in respect of any Relevant Period.
	 	 
	4.2	The
    Seller on behalf of the Company shall not, without the prior written consent of the Purchaser:
	 	 
	 	(a)	take
    any action to make any material change in the Company’s method of accounting or audit practices (including in relation
    to Tax), except as required by a change in applicable laws or the Accounting Policies; or
	 	 	 
	 	(b)	take
    any position in a Tax Return contrary to the position taken in Tax Returns filed prior to the date of this agreement, unless
    such deviation or the intention to deviate has been Fairly Disclosed.
	 	 
	4.3	The
    Purchaser or its duly authorised agent shall prepare the Tax Returns and related documentation of the Company and deal with
    all other matters relating to those Tax Returns for all accounting periods ending after Completion. In relation to any Straddle
    Period, the Purchaser shall, or shall procure that the Company shall:
	 	 
	 	(a)	at
    least 30 Business Days before submission to the relevant Tax Authority, deliver to the Seller for review any Tax Return and/or
    related documentation for the Straddle Period and make such amendments to them as the Seller may reasonably require; and
	 	 	 
	 	(b)	at
    the expense of the Seller, give the Seller all such assistance as may be reasonably required to exercise its right to comment
    under paragraph 4.3(a).
	 	 
	5.	Conduct
    of Tax Audits
	 	 
	5.1	If
    the Purchaser or the Company receives any letter, enquiry, notice, demand, determination, assessment or other document, or
    a Tax Authority takes any action, from which it appears that the Company may incur or suffer a Tax Liability (“Tax
    Audit”), or if any such entity is, or becomes, aware of any fact which affects, or which may affect, any assessment
    which may give rise to a Tax Liability, in each case which may result in the Seller becoming liable to make a payment under
    the Tax Indemnities or in respect of the Tax Warranties, the Purchaser shall or shall procure that the Company shall:
	 	 	 
	 	(a)	notify
    the Seller of the relevant facts as soon as practicable and in any case involving an assessment with a time limit for objection
    or appeal at least 10 Business Days before the expiry of that time limit and in any other case, in any event within 15 Business
    Days of receipt thereof; and


 




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	 	(b)	to
    the extent being legally entitled to, submit a pro forma objection (bezwaarschrift) or pro forma appeal (beroepschrift)
    by registered mail with the relevant Tax Authority or court ultimately 5 Business Days before the date of expiry of the applicable
    time limit for such objection or appeal.
	 	 	 
	5.2	On
    the giving of a notice referred to in paragraph 5.1(a) of this schedule, and to the extent the Tax Audit: (i) relates to a
    period prior to the Effective Date; or (ii) may potentially result in a claim against the Seller under this schedule, under
    the Tax Indemnities or in respect of the Tax Warranties, the Seller shall be entitled to elect the conduct of any such Tax
    Audit. If the Seller makes such an election, the Seller shall be entitled to resist such Tax Audit in the name of the Company
    and have the conduct of any objection, appeal, dispute, compromise or defence of the Tax Audit and of any incidental negotiations
    relating to them. The Seller’s rights under this paragraph 5.2 shall cease and the Purchaser shall be free to settle,
    compromise or deal with any Tax Audit if:
	 	 
	 	(a)	the
    Seller does not direct in writing that the Purchaser or the Company take any action under this paragraph 5.2 in respect of
    the Tax Audit;
	 	 	 
	 	(b)	the
    Seller fails to indemnify the Purchaser (and the Company) as required pursuant to the Tax Indemnities by the due date; or
	 	 	 
	 	(c)	the
    Seller has notified the Purchaser or the Company to the effect it no longer wishes to pursue the Tax Audit.
	 	 
	 	Neither
    the Purchaser nor the Company shall be required to take any action pursuant to this paragraph 5.2 which is likely to lead
    to a material adverse effect on the future liability to Tax of the Purchaser or any member of the Purchaser Group.
	 	 
	5.3	Subject
    to any election made under paragraph 5.2 of this schedule, the Purchaser and its advisers shall have sole conduct of negotiations
    and correspondence relating to the Tax Audit. The Purchaser agrees to conduct such negotiations and correspondence as expeditiously
    as reasonably practicable. In addition to the foregoing, and to the extent the Tax Audit: (i) relates to a period prior to
    the Completion Date; or (ii) may potentially result in a claim against the Seller under this schedule or under the Tax Indemnities
    or in respect of the Tax Warranties, the Purchaser shall:
	 	 
	 	(a)	where
    any Tax Return or other documentation is required to be submitted to a Tax Authority in relation to a Tax Audit, procure that
    a draft shall be submitted to the Seller at least 15 Business Days before its intended submission (or if there is a statutory
    or administrative time limit for submitting such Tax Return or other documentation, such draft shall be sent to the Seller
    as aforesaid at such time as is reasonable in the circumstances, before its intended submission);
	 	 	 
	 	(b)	procure
    that the Seller shall be kept fully informed of any negotiations regarding the Tax Liabilities of the Company relating to
    the Tax Audit and that the Seller is provided with:
	 	 	 
	 	 	(i)	a
    copy of all correspondence or other documentation received by the Purchaser or the Company (including a note of any material
    communications or discussions not in written form) in respect of a Tax Audit within 5 Business Days of receipt (or such communications
    or discussions taking place, as appropriate); and


 




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	 	 	(ii)	notification
    of any proposed meeting with the relevant Tax Authority, together with an agenda for that meeting as soon as reasonably practicable.
    Where any such meeting is to take place between the Purchaser or the Company and the relevant Tax Authority, the Seller shall
    be entitled to send a representative to that meeting;
	 	 	 
	 	(c)	procure
    that the Seller and its advisers shall be given access to such information and provided with such assistance (including assistance
    from employees of the Purchaser and the Company) and access to any external advisers appointed by the Purchaser as is reasonable
    and necessary to determine the accuracy or to review any Tax Return or other documentation submitted to it pursuant to this
    paragraph 7 of this schedule or to consider any action proposed to be taken by the Company, including any proposed negotiation,
    agreement or compromise in relation to any Tax Audit;
	 	 	 
	 	(d)	if,
    within 15 Business Days (or such lesser time as is reasonable if there is a statutory or administrative time limit for making
    submissions to the relevant Tax Authority) of receiving any draft Tax Return or details of negotiations or proposed agreements
    or compromises referred to in the paragraphs above, and the Seller makes any representations to the Purchaser, reflect those
    representations in such Tax Return, negotiations, agreements or compromises, except to the extent that they are unreasonable;
    and
	 	 	 
	 	(e)	not,
    and shall procure that the Company shall not, compromise or settle any Tax Audit or agree any matter which may affect the
    outcome of any dispute or negotiation with any Tax Authority in relation to any potential Tax Audit without the written consent
    of the Seller.
	 	 
	6.	Due
    Date For Payment
	 	 
	6.1	Where
    the Seller becomes liable to make a payment pursuant to a Tax Indemnity or a Tax Warranty Breach, payment shall be made within
    10 Business Days from the earlier of:
	 	 
	 	(a)	in
    the case of an Actual Tax Liability, the later of:
	 	 	 
	 	 	(i)	the
    10th Business Day after the Purchaser makes a demand for payment; and
	 	 	 	 
	 	 	(ii)	the
    10th Business Day before the last date on which the Company would have had to have paid the Actual Tax Liability
    that has given rise to the Seller’s liability in order to avoid any related interest or penalty;
	 	 	 
	 	(b)	in
    a case falling within paragraph (a) of the definition of ‘Effective Tax Liability’ (Loss of Accounts Relief),
    the later of the 10th Business Day after the Purchaser makes a demand for payment and:
	 	 	 
	 	 	(i)	where
    the Accounts Relief which is lost was a right to repayment of Tax, the date on which the Company otherwise would have received
    such repayment; or
	 	 	 	 
	 	 	(ii)	where
    the Accounts Relief which is lost was not a right to repayment of Tax, the date on which the Tax is or would have been required
    to be paid to the relevant Tax Authority in respect of the earlier of the period in which the loss of the Accounts Relief
    gives rise to an actual liability to pay Tax or the period in which the Loss of the Accounts Relief occurs;


 




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	 	(c)	in
    a case falling within paragraph (b) of the definition of ‘Effective Tax Liability’ (set-off of Relief), the later
    of:
	 	 	 
	 	 	(i)	the
    10th Business Day after the Purchaser makes a demand for payment; and
	 	 	 	 
	 	 	(ii)	the
    date on which the Company would have become liable to make a payment of Tax but for the set-off of the Accounts Relief or
    Purchaser’s Relief; and
	 	 	 
	 	(d)	in
    any other case, the 10th Business Day after the Purchaser makes a demand for payment.
	 	 	 
	6.2	All
    payments made by the Seller in respect of a Tax Liability shall be paid without any deduction or withholding unless a deduction
    or withholding is required by law.
	 	 
	6.3	All
    payments made by the Seller in respect of a Tax Liability shall be made on an After-Tax Basis.
	 	 
	7.	CIT
    Fiscal Unity
	 	 
	7.1	The
    Purchaser and the Seller acknowledge and agree to procure that the Company will be separated from the CIT Fiscal Unity as
    of the Completion Date.
	 	 
	7.2	The
    Seller remains responsible for preparing and filing of the Tax Returns relating to the CIT Fiscal Unity.
	 	 
	7.3	As
    of the Completion Date, any existing CIT sharing or settlement agreements between the Seller and the Company are terminated.
	 	 
	7.4	As
    soon as reasonably practical, but in any event within a period of 6 months after the Completion Date, the Seller shall provide
    the Purchaser with an opening balance sheet for CIT purposes for the Company as at the relevant date of separation from the
    CIT Fiscal Unity, including explanatory notes to them (“CIT Settlement Statements”). The Seller will procure
    that (i) the Purchaser will be granted 30 Business Days to review the CIT Settlement Statements, (ii) it will provide the
    Purchaser with all relevant information to review the CIT Settlement Statements, and (iii) it will take into account all reasonable
    comments, corrections or additions made by the Purchaser in respect of the CIT Settlement Statements.
	 	 
	7.5	The
    Seller shall procure that the preparing and filing of the Tax Returns relating to the CIT Fiscal Unity will be drafted in
    accordance with the positions taken in the CIT Settlement Statements.
	 	 
	8.	VAT
    Fiscal Unity
	 	 
	8.1	The
    Seller remains responsible for preparing and filing the Tax Returns of the relevant Dutch Subsidiaries for any period ended
    prior to the Completion Date in respect of which the Company is required to make a return or a payment to a Tax Authority.
	 	 
	8.2	The
    Purchaser and the Seller acknowledge and agree to procure that the Company will be separated from the VAT Fiscal Unity as
    of the Completion Date.


 




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	8.3	In
    accordance with Section 43, paragraph 1, of the TCA, the Seller shall file, at its own expense, with a simultaneous copy to
    the Purchaser, a letter with the Tax Authority informing the Tax Authority that the Company no longer form part of the VAT
    Fiscal Unity with the Seller as of the Completion Date.
	 	 
	8.4	As
    of the Completion Date, any existing VAT sharing or settlement agreements between the Seller and the Company are terminated.
	 	 
	8.5	As
    soon as reasonably practical, but in any event within a period of 6 months after the Completion Date, the Seller shall provide
    the Purchaser with the Final VAT Charge, including explanatory notes to them (“VAT Settlement Statements”).
    The Seller will procure that (i) the Purchaser will be granted 30 Business Days to review the VAT Settlement Statements, (ii)
    it will provide the Purchaser with all relevant information to review the VAT Settlement Statements, and (iii) it will take
    into account all reasonable comments, corrections or additions made by the Purchaser in respect of the VAT Settlement Statements.
	 	 
	8.6	Within
    10 Business Days following the date upon which the VAT Settlement Statements are accepted by the Purchaser in writing:
	 	 	 
	 	(a)	the
    Purchaser or the Company shall pay to the Seller an amount equal to the difference between the Final VAT Charge and the Estimated
    VAT Charge in a case where the Final VAT Charge exceeds the Estimated VAT Charge; or
	 	 	 
	 	(b)	the
    Seller shall pay the Purchaser or the Company an amount equal to the difference between the Final VAT Charge and the Estimated
    VAT Charge in a case were the Estimated VAT Charge exceeds the Final VAT Charge.
	 	 
	9.	Miscellaneous
	 	 
	 	In
    case of a conflict between this schedule and the other provisions of the agreement this schedule shall take precedence.


 




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SCHEDULE
9: CHANGE OF DIRECTORS


 


Part
1: Resignation letter


 


Studio387
B.V.


Attn:
The Board of Directors


Regentesselaan
11


7316
AA Apeldoorn


 


Date:
_______________


 


Dear
Sirs


 


RESIGNATION
LETTER


 


Please
be advised that Luminis International B.V. resigns as managing director (statutair bestuurder) of Studio397 B.V. (“Company”)
with effect from the execution of the notarial deed of transfer of shares in the capital of the Company by Technology
In Business B.V. (as seller) to Motorsport Games Inc. (as purchaser).


 


Luminis
International B.V. hereby confirms that Luminis International B.V. has no claim or right of action of any kind outstanding for
compensation or otherwise against the Company or any of its directors or employees in respect of my resignation or otherwise.
To the extent that any such claim or right of action of any kind exists or may exist, Luminis International B.V. irrevocably and
unconditionally waives such claim or right of any kind against the Company that Luminis International B.V. has or may have in
the future.


 


Luminis
International B.V. hereby requests that the board of directors of the Company propose to the Company’s shareholders’
meeting that it grants discharge (decharge or kwijting) for Luminis International B.V.’s performance as managing
director of the Company as from the date of appointment up to and including the date of resignation.


 


Yours
faithfully


 


Luminis
International B.V.


 


Name:
______________


 




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Part
2: Shareholders Resolution


 


WRITTEN
RESOLUTION GENERAL MEETING OF


STUDIO397
B.V.


 


THIS
RESOLUTION IS DATED _______________  2021.


 


The
undersigned:


 


Technology
In Business B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid),
having its corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan 11,
Trade Register number 68221126, acting in its capacity as sole shareholder of Studio397 B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Apeldoorn, the Netherlands
and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan 11, Trade Register number 66752973 (the “Company”),
and sole person entitled to vote at the Company’s general meeting,


 


whereas:


 


	(A)	Pursuant
    to section 2:238 Dutch Civil Code (“CC”), the Company’s general meeting may adopt any resolution
    which it could adopt at a meeting without holding a meeting, provided that:
	 	 
	 	(i)	all
    persons with meeting rights as referred to in section 2:227 subsection 2 CC, have consented to adopting the resolution concerned
    without holding a meeting;
	 	 	 
	 	(ii)	in
    writing such number of votes have been cast in favour of the resolution concerned as prescribed by law or the Company’s
    articles of association; and
	 	 	 
	 	(iii)	the
    Company’s managing director has been given the opportunity to advise on the resolution concerned.
	 	 
	(B)	The
    undersigned is the sole person with meeting rights as referred to in section 2:227 subsection 2 CC.
	 	 
	(C)	the
    Company intends to amend the articles of association of the Company in accordance with the draft prepared by Zuidbroek B.V.
    (the “Deed of Amendment of Articles of Association”), whereby it is resolved that, a managing director
    A is authorized independently to represent the Company and managing director B is jointly authorized with a managing director
    A to represent the Company.
	 	 
	(D)	The
    undersigned intends to sell and transfer all the shares in the capital of the Company to MOTORSPORT GAMES INC, trade register
    number: 4671180 (the in accordance with the draft prepared by Zuidbroek B.V. (the “Deed of Transfer”)


 




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	(E)	The
    Company’s managing director has been given the opportunity to advise on the resolutions set out below.
	 
	adopts
    the following resolutions:
	 
	I.	Amendment
	 	 
	I.1.	To
    amend the articles of association of the Company in accordance with a draft version of the Deed of Amendment of Articles of
    Association.
	 	 
	I.2.	To
    authorise in connection with the amendment of the articles of association any and all managing directors of the Company as
    well as any and all lawyers and paralegals practising with Zuidbroek to draw up as to execute the Deed of Amendment of Articles
    of Association.
	 	 
	II.	Change
    of board
	 	 
	II.1.	To
    appoint [name] as managing director A of the Company as of the moment immediately following the execution of the Deed
    of Amendment of Articles of Association.
	 	 
	II.2.	To
    appoint [Marcel Frans Offermans] as managing director B of the Company as of the moment immediately following the execution
    of the Deed of Amendment of Articles of Association.
	 	 
	II.3.	To
    accept the resignation of Luminis International B.V. as director of the Company as of the moment immediately following the
    execution of the Deed of Transfer.
	 	 
	II.4.	To
    discharge Luminis International B.V. from liability in respect of the performance of his respective management during the
    financial year concerned to the extent such management appear from the annual report and the adopted annual accounts of the
    Company or have been otherwise disclosed to the general meeting, without prejudice to the provision of section 2:248 CC.


 


in
evidence whereof:


 


this
document was signed in the manner set out below.


 


By:


 




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Part
3: Amended Articles of Association


 


WRITTEN
RESOLUTION GENERAL MEETING OF


STUDIO397
B.V.


 


THIS
RESOLUTION IS DATED  _______________ 2021.


 


The
undersigned:


 


Technology
In Business B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid),
having its corporate seat in Apeldoorn, the Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan 11,
Trade Register number 68221126, acting in its capacity as sole shareholder of Studio397 B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat in Apeldoorn, the
Netherlands and address at 7316 AA Apeldoorn, the Netherlands, Regentesselaan 11, Trade Register number 66752973 (the
“Company”), and sole person entitled to vote at the Company’s general meeting,


 


whereas:


 


	(F)	Pursuant
    to section 2:238 Dutch Civil Code (“CC”), the Company’s general meeting may adopt any resolution
    which it could adopt at a meeting without holding a meeting, provided that:
	 	 
	 	(iv)	all
    persons with meeting rights as referred to in section 2:227 subsection 2 CC, have consented to adopting the resolution concerned
    without holding a meeting;
	 	 	 
	 	(v)	in
    writing such number of votes have been cast in favour of the resolution concerned as prescribed by law or the Company’s
    articles of association; and
	 	 	 
	 	(vi)	the
    Company’s managing director has been given the opportunity to advise on the resolution concerned.
	 	 
	(G)	The
    undersigned is the sole person with meeting rights as referred to in section 2:227 subsection 2 CC.
	 	 
	(H)	the
    Company intends to amend the articles of association of the Company in accordance with the draft prepared by Zuidbroek B.V.
    (the “Deed of Amendment of Articles of Association”), whereby it is resolved that, a managing director
    A is authorized independently to represent the Company and managing director B is jointly authorized with a managing director
    A to represent the Company.
	 	 
	(I)	The
    undersigned intends to sell and transfer all the shares in the capital of the Company to MOTORSPORT GAMES INC, trade register
    number: 4671180 (the in accordance with the draft prepared by Zuidbroek B.V. (the “Deed of Transfer”)


 




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	(J)	The
    Company’s managing director has been given the opportunity to advise on the resolutions set out below.
	 
	adopts
    the following resolutions:
	 
	III.	Amendment
	 	 
	III.1.	To
    amend the articles of association of the Company in accordance with a draft version of the Deed of Amendment of Articles of
    Association.
	 	 
	III.2.	To
    authorise in connection with the amendment of the articles of association any and all managing directors of the Company as
    well as any and all lawyers and paralegals practising with Zuidbroek to draw up as to execute the Deed of Amendment of Articles
    of Association.
	 	 
	IV.	Change
    of board
	 	 
	IV.1.	To
    appoint [Motorsport Games Inc.] as managing director A of the Company as of the moment immediately following the execution
    of the Deed of Amendment of Articles of Association.
	 	 
	IV.2.	To
    appoint Marcel Frans Offermans as managing director B of the Company as of the moment immediately following the execution
    of the Deed of Amendment of Articles of Association.
	 	 
	IV.3.	To
    accept the resignation of Luminis International B.V. as director of the Company as of the moment immediately following the
    execution of the Deed of Transfer.
	 	 
	IV.4.	To
    discharge Luminis International B.V. from liability in respect of the performance of his respective management during the
    financial year concerned to the extent such management appear from the annual report and the adopted annual accounts of the
    Company or have been otherwise disclosed to the general meeting, without prejudice to the provision of section 2:248 CC.


 


in
evidence whereof:


 


this
document was signed in the manner set out below.


 


By:
Technology in Business B.V.


 




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SCHEDULE
10: NOTARY LETTER


 


ZUIDBROEK
DRAFT 26/03/2021


 


Per
e-mail to:


The
Addressees


 


	Date:
    [two Business Days before Completion] 2021	R.W.
    Clumpkens
	 	E:
    rene.clumpkens@zuidbroek.com
	Our
    ref: 571254	T
                                         +31 20 218 2806

        F
        + 31 20 218 2874



 


Dear
Sirs, Madams,


 


Regarding:
Transfer of shares in Studio397 B.V. by Technology in Business B.V. to Motorsport Games Inc. (the “Transaction”)


 


	21	Introduction
	 	 
	 	I
    am a civil law notary (notaris) with Zuidbroek in Amsterdam. I write this letter in respect of the completion of the
    Transactions, which is expected to occur on [●] 2021 (the “Scheduled Completion Date”).
	 	 
	 	Certain
    terms used in this letter are defined in Annex I (Definitions).
	 	 
	22	Payments
    into Notary Account
	 	 
	22.1	Payments
	 	 
	 	The
    Purchaser shall pay an amount of USD [●] on the Notary Bank Account from a bank account held in the name
    of [●] (the “Completion Payment”).
	 	 
	 	The
    Completion Payment must be received in the Notary Bank Account for value no later than at 10 a.m. (CET) on the Scheduled Completion
    Date. The payment must be identified by reference of: “Grant Thornthon: Studio397 BV| Technology in Business | file
    number 571254”.
	 	 
	 	Immediately
    upon receipt of the Completion Payment, the Notary will hold such amount for the account of the Purchaser.
	 	 
	 	Confirmation
	 	 
	 	Upon
    receipt of the Completion Amount into the Notary Account, the Notary shall deliver by e-mail a confirmation in the form of
    Part 1 of Schedule I (Form of Notary confirmation – Receipt of Completion Amount) (the “Notary Confirmation
    I”) to the following addresses:


 


	 	(iv)	the
    Seller: [●];
	 	 	 
	 	(v)	the
    Purchaser: [●]
	 	 	 
	 	(vi)	the
    Company: [●]
	 	 	 
	 	(vii)	the
    Parent: [●]
	 	 	 
	 	(viii)	Image
    Space Incorporated: [●]


 




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with
a copy to:


 


Jan
van Ederen: jan.van.ederen@nl.gt.com


 


Laura
Smit: Laura.Smit@dlapiper.com


 


Michiel
Mulder: Michiel.Mulder@dlapiper.com


 


Henk
Arnold Sijnja: HenkArnold.Sijnja@dlapiper.com


 


Upon
receipt of the Completion Payment into the Notary Bank Account the Notary will hold the Completion Payment on behalf of the Purchaser
and subsequently for the (legal) persons who become entitled to the Completion Payment (or part thereof) in accordance with this
notary letter.


 


	23	Actions
    in relation to Transaction
	 	 
	23.1	Conditions
	 	 
	 	Completion
    shall take place only if the Notary has received the whole Completion Payment into the Notary Account in accordance with paragraph
    2.1.
	 	 
	 	If
    (part of) the Completion Payment is received into the Notary Account other than in accordance with paragraph 2.1 Completion
    shall take place nonetheless if:
	 	 
	 	(i)	the
    whole Completion Payment has been received into the Notary Account on the scheduled Completion Date; and
	 	 	 
	 	(ii)	all
    Addressees so agree and confirm their agreement to the Notary in such manner as the notary may require.
	 	 	 
	23.2	Conditions
    for Completion
	 	 
	 	On
    or prior to the Scheduled Completion Date, as the case may be, the following actions shall be or shall have been taken:
	 	 
	 	(d)	(a
    copy of) this letter signed by all Addressees;
	 	 	 
	 	(e)	the
    original shareholders’ registers of the Company;
	 	 	 
	 	(f)	(copies
    of) the duly executed powers of attorney on behalf of the respective parties to the relevant notarial deeds listed below in
    paragraph;
	 	 	 
	 	(g)	[(copies
    of) the signed shareholders resolutions required for the relevant notarial deeds listed below in paragraph [●]];
	 	 	 
	 	(h)	confirmation
    through Insolvency Searches on the Scheduled Completion Date that none of the [relevant] Addressees are subject to Insolvency
    Proceedings;


 




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	 	(i)	(a
    copy of) the executed Share Purchase Agreement signed by the Purchaser, the Seller and the Parent;
	 	 	 
	 	(j)	(a
    copy of) the confirmation from the the Purchaser, the Seller, the Company and the Parent in the form of Schedule 2
    (Form of Addressee confirmation – Satisfaction of conditions precedent).
	 	 
	 	the
    Notary shall deliver by e-mail a confirmation in the form of Part 2 of Schedule I (Form of Notary confirmation – Receipt
    of Documents) (the “Notary Confirmation II”) to the addresses set out in paragraph 2.2.
	 	 
	23.3	Actions
    in connection with Completion
	 	 
	 	Upon
    deliverance by the Notary of the Notary Confirmation I and the Notary Confirmation II, the Notary shall procure the actions
    listed below in this paragraph 3.3 to be taken:
	 	 
	 	(k)	the
    Deed of Transfer shall be executed by the parties thereto and the Notary;
	 	 	 
	 	(l)	the
    Deed of Pledge of Shares shall be executed by the parties thereto and the Notary;
	 	 
	23.4	Order
	 	 
	 	(m)	Except
    as otherwise agreed by Sellers and the Purchaser, the actions referred to above shall be taken in the order set out in herein.
	 	 	 
	 	(n)	If,
    for practical reasons or otherwise, any two or more of the actions referred to above are taken in any other order, those actions
    shall (except as restricted by law) be deemed to have been taken in the order set out herein.
	 	 
	 	Notary
    matters
	 	 
	 	(d)	The
    Notary shall not be required to take any action to be taken by him pursuant to this paragraph 3 unless he has satisfied himself
    that all legal requirements for taking that action have been satisfied.
	 	 	 
	 	(e)	Each
    of the Addressees confirms that it is aware that if at the time when any of them takes any action referred to in this paragraph
    3 (or any other action) at a time when it is (or is deemed to be) subject to Insolvency Proceedings or other insolvency laws,
    that action may not take effect or otherwise be affected.
	 	 
	24	Successful
    Completion – failed Completion
	 	 
	24.1	Successful
    Completion – failed Completion
	 	 
	 	(f)	For
    the purpose of this letter, a Completion will be successful if the Completion has taken place no later than 11:59 p.m. (CET)
    on the Scheduled Completion Date.
	 	 	 
	 	(g)	In
    any other event (whether or not any action referred to in paragraph 3.2 has been taken), for the purpose of this letter, the
    relevant Completion will have failed.


 




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	24.2	Reversal
    of actions following failed Completion
	 	 
	 	If
    Completion has failed, each Addressee shall use its best efforts to reverse or rectify any action taken in accordance with
    paragraph 3.2 before it became apparent that Completion had failed, so as to bring all Addressees in the same position as
    they would have been if the relevant action had not been taken.
	 	 
	25	Payments
    by the Notary
	 	 
	25.1	Distribution
    following Completion
	 	 
	If
    Completion has been successful, the Notary shall give instructions for payment of the Completion Payment (being an aggregate
    amount of USD [●]) less the Buy-Out Payment to the Seller with bank account [●] and for payment
    of the Buy-Out Payment (being an aggregate amount of USD [***] to Image Space Incorporated with bank
    account [●].
	 	 
	25.2	Actions
    following failed Completion
	 	 
	 	If
    Completion has failed, the Notary shall give instructions for repayment of the Completion Payment to the Purchaser.
	 	 
	25.3	Interest
	 	 
	 	The
    Notary shall give instructions for payment of any interest which has accrued on the Completion Payment to [●] of any
    interest which has accrued on the Completion Payment up to (and including) the Completion Date
	 	 
	25.4	Payment
    mechanics
	 	 
	 	(h)	The
    Notary shall give any payment instructions pursuant to this paragraph 4 to the Notary Account Bank as soon as reasonably possible
    after Completion has taken place (or, if Completion has failed, as soon as reasonably possible after it has become apparent
    that Completion has failed) and in any event not later than at 11:00 a.m. (CET) on the first Business Day following the Completion
    Date (or, if Completion has failed, the day on which that has become apparent). Each instruction shall be for payment of the
    relevant amount in the relevant currency referred to in this paragraph 4 at the earliest possible time.
	 	 	 
	 	(i)	Each
    Addressee confirms that it is aware that any payment instruction given to the Notary Account Bank may not be processed on
    that day.
	 	 
	26	waiver
    and acknowledgement
	 	 
	26.1	The
    amounts and purposes of the payment to and from the Notary Account have been determined on the basis of information provided
    to me by those to whom this letter is addressed, and they agree that I am not responsible for verifying or confirming the
    accuracy or otherwise of the information in question or of any other information received pursuant to this letter.


 




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	26.2	Each
    of the addressees of this letter hereby declares that (by co-signing) the Notary is not liable to any person for a shortcoming,
    or any part thereof or interest therein, or for any other damage, losses, costs or liabilities in connection with the fulfilment
    by the Notary of the acts referred to in this letter, unless such liability is the result of gross negligence, fraud or intent
    on the part of the Notary.
	 	 
	26.3	Furthermore,
    each of the addressees of this letter hereby agrees (by co-signing) to indemnify and hold the Notary harmless from and against
    any form of liability resulting from the Notary’s performance of the acts mentioned in this letter, unless such liability
    arises as a result of gross negligence, fraud or intent on the part of the Notary.
	 	 
	26.4	The
    addressees of this letter acknowledge and agree that where this letter refers to the Notary, it also includes the Notary’s
    deputy.
	 	 
	27	Agreement
	 	 
	27.1	Letter
    is agreement
	 	 
	 	(j)	This
    letter:
	 	 	 
	 	(i)	constitutes
    an agreement between the Addressees and between each Addressee and the Notary; and
	 	 	 
	 	(ii)	is
    limited to the matters set out in it (without prejudice to the Investment Agreement or any other agreement between the Addressees
    or two or more of them).
	 	 	 
	 	(k)	This
    letter may not be rescinded in whole or in part. The mistaken Addressee shall bear the risk of any mistake made in agreeing
    to this letter. This letter may be amended or supplemented only in writing by all Addressees and the Notary.
	 	 
	27.2	Completion
    Payment
	 	 
	 	(l)	No
    Addressee has any right in relation to any payment from the Completion Payment (and any interest accruing on it) other than
    as explicitly set out in this letter and each Addressee waives any contrary right or claim it has or may have at any time.
	 	 	 
	 	(m)	If
    any obligation or right (under the Share Purchase Agreement, the Buy-Out Agreement or otherwise) which forms the basis of
    any payment of any amount out of the Completion Amount into or out of the Notary Account is or becomes invalid, not binding
    or unenforceable:
	 	 	 
	 	(iii)	this
    letter and any action taken pursuant to it (including any payment into or out of the Notary Account) shall remain unaffected;
    and
	 	 	 
	 	(iv)	no
    debtor or creditor of the relevant obligation or right shall have any right against the Notary or Zuidbroek in respect of
    that obligation or right other than as explicitly set out in this letter.
	 	 	 
	 	(n)	If
    payment of the Completion Payment from the Notary Account is avoided, reduced or reversed (gestorneerd) (on whatever
    ground), each Addressee which has received (pursuant to paragraph 6) a payment out of the Completion Payment shall promptly
    on demand by the Notary repay into the Notary Account the amount so paid to it (or such part of that amount notified to it
    by the Notary).


 




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	 	(o)	The Notary and Zuidbroek shall not be liable to any person for:
	 	 	 	 
	 	(v)	any reversal (stornering) of any payment made into or out of the Notary Account;
	 	 	 	 
	 	(vi)	any failure, interruption or malfunctioning of any electronic system or service used for the purpose of receiving, making and confirming payments into and out of the Notary Account;
	 	 	 	 
	 	(vii)	any failure by the Notary Account Bank to comply with any payment instruction given to it by the Notary or any other action taken or omitted by the Notary Account Bank;
	 	 	 	 
	 	(viii)	any failure or any other action taken or omitted by any payment or settlement system, or any other bank or financial intermediary, used by the Notary Account Bank; or
	 	 	 	 
	 	(ix)	any loss of any amount of the Completion Payment (or any interest on it) by the Notary Account Bank or any payment or settlement system, or any other bank or financial intermediary, used by the Notary Account Bank (including, without limitation, as a result of any bankruptcy, emergency measures or other insolvency proceedings).
	 	 
	27.3	Notary
    responsibilities
	 	 
	 	(p)	The Notary’s responsibilities under this letter are limited to:
	 	 	 	 
	 	 	(I)	giving
    the confirmations to be given, and receiving the confirmations to be received, by him;
	 	 	 	 
	 	 	(II)	executing
    the notarial deeds to be executed by him; and
	 	 	 	 
	 	 	(III)	giving
    the payment instructions to be given by him,
	 	 
	 	in
    each case as expressly set out in this letter.
	 	 
	 	(q)	The Notary is not required to take, or omit to take, any action in deviation of this letter, notwithstanding any instruction of the Addressees, or one or more of them, to the contrary.
	 	 	 	 
	 	(r)	In respect of any notarial deed executed by him, the Notary has the responsibilities provided by law and is liable accordingly, in each case subject to paragraph (f) below and paragraph 6.4 Otherwise, the Notary’s responsibilities and liability are limited as set out in this paragraph 6.
	 	 	 	 
	 	(s)	The Notary is not responsible for (without limitation):
	 	 	 	 
	 	(x)	any document or information set out or referred to in this letter (other than the details of the Notary, the Notary Account and the Notary Account Bank);


 




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	 	(xi)	investigating
    the adequacy, accuracy, completeness, authenticity or any other aspect of any such document or information or of any confirmation
    given to the Notary pursuant to this letter; or
	 	 	 
	 	(xii)	investigating
    the absence of any circumstances (including the applicability of any Insolvency Proceedings or other insolvency laws) which
    could affect the validity, binding effect or enforceability of any act to be performed pursuant to this letter or any other
    part of the Transaction.
	 	 	 
	 	(t)	The
    Notary may rely on any notice or document (whether received in original or in copy form (including copied by email)) believed
    by him to be genuine, correct, appropriately authorised and duly signed.
	 	 	 
	 	(xiii)	The
    Notary and Zuidbroek shall not be liable for any action taken pursuant to or in connection with this letter; and
	 	 	 
	 	(xiv)	each
    Addressee (jointly and severally) shall indemnify the Notary and Zuidbroek against any and all liability to any person that
    may arise in connection with this letter;
	 	 
	 	in
    each case unless such liability arises as a result of gross negligence or wilful misconduct on the part of the Notary or Zuidbroek.
	 	 
	 	(u)	With
    reference to the Rules of Professional Conduct (Verordening beroeps- en gedragsregels) of the Royal Dutch Organisation
    of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie), each Addressee confirms that:
	 	 	 
	 	(xv)	the
    Notary acts as independent third party in accordance with this letter;
	 	 	 
	 	(xvi)	it
    has obtained its own expert legal advice (including expert Dutch legal advice) in relation to this letter.
	 	 
	27.4	Costs
    and negative interest
	 	 
	 	(v)	[●]
    is liable for all banking and payment costs resulting from any payment instructions by the Notary pursuant to this letter.
	 	 	 
	 	(w)	[●]
    undertakes to pay any negative interest due on the Completion Payment charged to Zuidbroek by the Notary Account Bank and
    will reimburse Zuidbroek for any costs in that respect.
	 	 
	28	General
    conditions
	 	 
	 	(x)	The
    General Conditions of Zuidbroek set out in Schedule 3 (General Conditions) apply to the services rendered by
    the Notary pursuant to this letter and to any further assignments of any Addressee in connection with this letter.
	 	 	 
	 	(y)	In
    the event of a conflict between those General Conditions and this letter, this letter shall prevail.


 




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