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.


 


ASSET
SALE & PURCHASE AGREEMENT


 


KartKraft


 


BETWEEN:


 


BLACK
DELTA TRADING PTY LTD


BLACK
DELTA IP PTY LTD


BLACK
DELTA HOLDINGS PTY LTD


 


(collectively,
the Vendor)


 


ZACHARY
NICHOLAS GRIFFIN


TIGRAN
AGANESOV


 


(the
Vendor Director)


 


AND:


 


MOTORSPORT
GAMES AUSTRALIA PTY LTD


MOTORSPORT
GAMES INC


 


(together,
the Purchaser)


 


 


 




    	 



    	Asset Sale & Purchase Agreement

KartKraft


    

 


Table
of Contents


 


	Clause	 	Page
	 	 	 	 	 
	1.	 	SALE
    AND PURCHASE OF KARTKRAFT ASSETS	 	1
	 	 	 	 	 
	2.	 	PURCHASE
    PRICE	 	2
	 	 	 	 	 	 
	 	2.1	 	Amount
    of Purchase Price	 	2
	 	2.2	 	Payment
    of Purchase Price	 	2
	 	2.3	 	Funds
    in Nominated Trust Account	 	2
	 	 	 	 	 	 
	3.	 	PAYMENT
    OF THE FINAL AMOUNT	 	2
	 	 	 	 	 	 
	 	3.1	 	No
    Unresolved Claims on Final Payment Date	 	2
	 	3.2	 	Unresolved
    Claims on Final Payment Date	 	2
	 	3.3	 	Notice
    of claim	 	3
	 	 	 	 	 	 
	4.	 	SETTLEMENT	 	3
	 	 	 	 	 	 
	 	4.1	 	Time
    and place for Settlement	 	3
	 	4.2	 	Vendor
    obligations at Settlement	 	3
	 	4.3	 	Purchaser’s
    obligations at Settlement	 	4
	 	4.4	 	Technical
    handover	 	4
	 	4.5	 	Passing
    of risk on Settlement	 	4
	 	4.6	 	Take
    possession of KartKraft Assets	 	4
	 	 	 	 	 	 
	5.	 	BOOK
    DEBTS	 	5
	 	 	 	 	 	 
	 	5.1	 	Book
    Debts at Settlement	 	5
	 	 	 	 	 	 
	6.	 	TRANSMISSION
    OF EMPLOYEES	 	5
	 	 	 	 	 	 
	 	6.1	 	Transfer
    of Employees	 	5
	 	6.2	 	Pre-Settlement
    obligations	 	6
	 	6.3	 	Assumption
    of responsibility for Transferring Employees	 	6
	 	 	 	 	 	 
	7.	 	PLANT
    & EQUIPMENT	 	6
	 	 	 	 	 	
	 	7.1	 	State
    of Plant	 	6
	 	7.2	 	Vendor
    to use reasonable care	 	6
	 	 	 	 	 	 
	8.	 	ASSIGNMENT
    OF CONTRACTS	 	7
	 	 	 	 	 	 
	 	8.1	 	Assigned
    Contracts	 	7
	 	8.2	 	Obtaining
    consent	 	7
	 	8.3	 	Mutual
    indemnity	 	7
	 	 	 	 	 	 
	9.	 	ASSIGNMENT
    OF INTELLECTUAL PROPERTY RIGHTS	 	8
	 	 	 	 	 	 
	 	9.1	 	Vendor
    Intellectual Property Rights	 	8
	 	9.2	 	Other
    Contributor Intellectual Property Rights	 	8
	 	 	 	 	 	 
	10.	 	VENDOR
    OBLIGATIONS PENDING SETTLEMENT	 	8
	 	 	 	 	 	 
	 	10.1	 	Maintaining
    the KartKraft Assets	 	8
	 	10.2	 	Acts
    requiring consent	 	9
	 	10.3	 	Permitted
    Activities	 	9
	 	 	 	 	 	 
	11.	 	ASSISTANCE
    BY VENDOR POST SETTLEMENT	 	9
	 	 	 	 	 	 
	12.	 	FURTHER
    OBLIGATIONS	 	10
	 	 	 	 	 	 
	 	12.1		Commercial
    Restraint of Trade	 	10


 


Liability
limited by a Scheme approved under Professional Standards Legislation.


 




    	 



    	Asset Sale & Purchase Agreement

KartKraft


    

 


	13.	 	WARRANTIES BY VENDOR	 	10
	 	 	 	 	 	 
	 	13.1	 	Giving
    of Warranties	 	10
	 	13.2	 	Breadth
    of Warranties	 	10
	 	13.3	 	Disclosure
    of breach	 	10
	 	13.4	 	Remedy
    for breach of Warranties	 	11
	 	13.5	 	Duration
    of Warranties	 	11
	 	13.6	 	Priority
    of claim under Warranties	 	11
	 	 	 	 	 	 
	14.	 	LIMITATIONS
    OF LIABILITY	 	12
	 	 	 	 	 	 
	 	14.1	 	Disclosures
    and knowledge	 	12
	 	14.2	 	No
    claims for consequential loss	 	12
	 	14.3	 	Maximum
    liability	 	12
	 	14.4	 	Thresholds	 	12
	 	14.5	 	Time
    limits	 	13
	 	14.6	 	Other
    limitations	 	13
	 	14.7	 	Sole
    remedy	 	13
	 	14.8	 	Liability
    of Vendor to Purchaser	 	14
	 	14.9	 	Mitigation
    of Losses	 	14
	 	 	 	 	 	 
	15.	 	MUTUAL
    INDEMNITIES	 	14
	 	 	 	 	
	16.	 	DEFAULT	 	14
	 	 	 	 	
	17.	 	GST
    SALE OF A GOING CONCERN	 	16
	 	 	 	 	
	18.	 	CONFIDENTIALITY	 	17
	 	 	 	 	 	 
	 	18.1	 	General	 	17
	 	 	 	 	 	
	19.	 	GENERAL
    PROVISIONS	 	17
	 	 	 	 	 	 
	 	19.1	 	Announcements	 	17
	 	19.2	 	Goods
    and Services Tax	 	18
	 	19.3	 	Dispute
    resolution	 	18
	 	19.4	 	Costs	 	19
	 	19.5	 	Co-operation	 	19
	 	19.6	 	Further
    agreements	 	19
	 	19.7	 	Amendments	 	19
	 	19.8	 	Interest	 	19
	 	19.9	 	Existing
    rights	 	20
	 	19.10	 	Rights
    and liabilities not to merge	 	20
	 	19.11	 	Force
    majeure	 	20
	 	19.12	 	Waiver	 	20
	 	19.13	 	Severance	 	20
	 	19.14	 	Legal
    Effect	 	20
	 	19.15	 	Legal
    representation	 	20
	 	19.16	 	Independent
    legal advice	 	21
	 	19.17	 	Parties	 	21
	 	19.18	 	Precedence	 	21
	 	19.19	 	Execution
    in parts	 	21
	 	19.20	 	Assignment	 	22
	 	19.21	 	Entire
    Agreement	 	22
	 	19.22	 	Governing
    law	 	22
	 	 	 	 	
	20.	 	INTERPRETATION	 	22
	 	 	 	 	
	21.	 	DICTIONARY	 	24
	 	 	 	 	 
	1.	 	STATUS	 	1
	 	 	 	 	
	2.	 	ACCURACY
    OF INFORMATION	 	1
	 	 	 	 	
	3.	 	KARTKRAFT
    ASSETS	 	1


 


Liability
limited by a Scheme approved under Professional Standards Legislation.


 




    	 



    	Asset Sale & Purchase Agreement

KartKraft


    

 


	4.	 	INTELLECTUAL
    PROPERTY RIGHTS	 	1
	 	 	 	 	 
	5.	 	COMPLIANCE
    AND LITIGATION	 	2
	 	 	 	 	 
	6.	 	TRANSFERRING
    EMPLOYEES	 	2
	 	 	 	 	 
	7.	 	PERMISSIONS	 	2
	 	 	 	 	 
	1.	 	REASON
    FOR THE COMMERCIAL RESTRAINT	 	1
	 	 	 	 	 
	2.	 	THE
    COMMERCIAL RESTRAINT	 	1
	 	 	 	 	 
	3.	 	REASONABLENESS
    AND INDEPENDENT ADVICE	 	2
	 	 	 	 	 
	4.	 	SEPARATE
    UNDERTAKINGS	 	2
	 	 	 	 	 
	5.	 	EXCLUSIONS	 	3
	 	 	 	 	 
	6.	 	VALUE
    OF THE KARTKRAFT ASSETS AND INJUNCTIVE RELIEF	 	3
	 	 	 	 	 	
	 	6.1	 	Value
    of KartKraft Assets	 	3
	 	6.2	 	Injunctive
    relief	 	3


 


Liability
limited by a Scheme approved under Professional Standards Legislation.


 




    	 



    	Asset Sale & Purchase Agreement

KartKraft


    

 


ASSET
SALE & PURCHASE AGREEMENT


 


	Between:	 	BLACK
    DELTA TRADING PTY LTD (A.C.N. 603 227 587) care of Leading Edge, Level 1, 193 Wakefield Street, Adelaide SA 5000 (Black
    Delta Trading);
	 	 	 
	 	 	BLACK
    DELTA IP PTY LTD (A.C.N. 600 510 469) care of Leading Edge, Level 1, 193 Wakefield Street, Adelaide SA 5000 (Black
    Delta IP);
	 	 	 
	And:	 	BLACK
    DELTA HOLDINGS PTY LTD (A.C.N. 600 510 325) care of Leading Edge, Level 1, 193 Wakefield Street, Adelaide SA 5000 (Black
    Delta Holdings),
	 	 	 
	 	 	(each
    a Vendor and
    collectively, the Vendor);
	 	 	 
	And:
    	 	ZACHARY
    NICHOLAS GRIFFIN of [***];
	 	 	 
	And:	 	TIGRAN
    AGANESOV of [***],
	 	 	 
	 	 	(each
    a Vendor Director and together, the Vendor Directors);
	 	 	 
	And:
    	 	MOTORSPORT
    GAMES AUSTRALIA PTY LTD (A.C.N. 648 131 471) care of Leading Edge, Level 1, 193 Wakefield Street, Adelaide SA 5000 (MSG
    Australia);
	 	 	 
	And:	 	MOTORSPORT
    GAMES INC (CIK 0001821175) of 5972 NE 4th Avenue, Miami FL 33137 USA (MSG),
	 	 	 
	 	 	(each
    a Purchaser and together, the Purchaser).


 


RECITALS


 





	A.	The
    Vendor carries on a video game development and distribution business, and has developed a personal computer video game known
    as KartKraft.
	 	 
	B.	The
    Purchaser wishes to buy, and the Vendor wishes to sell, the KartKraft Assets.
	 	 
	C.	The
    parties now wish to record the terms on which the sale and purchase of the KartKraft Assets will take place.


 


The
parties AGREE AS FOLLOWS:


 


	1.	SALE
    AND PURCHASE OF KARTKRAFT ASSETS
	 	 	 
	 	(a)	The
    Vendor agrees to sell and the Purchaser agrees to purchase the KartKraft Assets for the Purchase Price, with effect on the
    Settlement Date and on the terms of this Agreement.
	 	 	 
	 	(b)	Subject
    to clause 1(c), the Purchaser may nominate by notice in writing to the Vendor at least two Business Days prior to Settlement
    which Purchaser is to acquire each KartKraft Asset.


 




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	 	(c)	If
    the Purchaser has not nominated which Purchaser is to acquire a particular KartKraft Asset as at the Settlement Date, the
    parties agree that the KartKraft Assets will be sold to MSG.
	 	 	 
	2.	PURCHASE
    PRICE
	 	 
	2.1	Amount
    of Purchase Price
	 	 
	 	The
    Purchase Price payable by the Purchaser to the Vendor for the KartKraft Assets is $1,000,000 USD, and
    the parties acknowledge and agree that the Purchase Price is specified as exclusive of any Goods
    and Services Tax. Clause 18 applies to any Goods and Services Tax.
	 	 	 
	2.2	Payment
    of Purchase Price
	 	 	 
	 	The
    Purchase Price must be paid by the Purchaser to the Vendor (or as the Vendor reasonably directs prior to Settlement) as follows:
	 	 	 
	 	(a)	Payment
    of the Initial Amount on the Settlement Date to the bank account nominated in writing by the Vendor prior to Settlement; and
	 	 	 
	 	(b)	Payment
    of the Final Amount on the Settlement Date to the Nominated Trust Account.
	 	 	 
	2.3	Funds
    in Nominated Trust Account
	 	 	 
	 	(a)	The
    Purchaser must deposit the Final Amount in the Nominated Trust Account in accordance with clause 2.2, such amounts to be held
    on trust by the Nominated Trustee for the benefit of the Vendor.
	 	 	 
	 	(b)	Subject
    to the resolution of claims under 3, the Purchaser must provide authorisation to the Nominated Trustee to pay the Final Amount
    to the Vendor on the Final Payment Date.
	 	 	 
	3.	PAYMENT
    OF THE FINAL AMOUNT
	 	 
	3.1	No
    Unresolved Claims on Final Payment Date
	 	 
	 	If
    there are no Unresolved Claims outstanding on the Final Payment Date, the Final Amount less the amount due to the Purchaser
    of any Resolved Claims (if any) must be paid to the Vendor on the Final Payment Date.
	 	 	 
	3.2	Unresolved
    Claims on Final Payment Date
	 	 	 
	 	If
    any Unresolved Claim is outstanding on the Final Payment Date:
	 	 	 
	 	(a)	The
    Purchaser must pay to the Vendor the Final Amount less the amount of Unresolved Claims (as provided in the estimate under
    clause 3.3) then outstanding; and
	 	 	 
	 	(b)	Once
    there are no Unresolved Claims, within 5 Business Days the Purchaser must pay to the Vendor the amount (if any) of the Final
    Amount less the amount due to the Purchaser for any Resolved Claims.


 




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	3.3	Notice
    of claim
	 	 	 
	 	(a)	The
    Purchaser must provide notice to the Vendor of any Claim the Purchaser has for breach of Warranty, under an indemnity in this
    Agreement or otherwise in relation to this Agreement, as soon as practicable after becoming aware of relevant Claim. Any such
    Claim remains subject to the limitations in clauses 13 and 14.
	 	 	 
	 	(b)	In
    providing notice of a Claim for the purposes of this clause 3, the Purchaser must provide a reasonable estimate as to the
    value of the Claim.
	 	 	 
	4.	SETTLEMENT
	 	 
	4.1	Time
    and place for Settlement
	 	 
	 	Settlement
    must take place:
	 	 	 
	 	(a)	At
    4pm on the Settlement Date at the offices of the Solicitors to the Purchaser, or
    at such other time or place as the parties may agree; and
	 	 	 
	 	(b)	In
    accordance with the procedures set out in the remainder of this clause 4.
	 	 	 
	4.2	Vendor
    obligations at Settlement
	 	 
	 	At
    Settlement the Vendor must, as soon as practical following receipt of the Initial Amount by the Vendor and receipt of the
    Final Amount into the Nominated Trust Account:
	 	 	 
	 	(a)	Give
    full delivery and possession of each of the tangible KartKraft Assets, including Plant & Equipment (which will be deemed
    to have occurred if they are located at the Premises);
	 	 	 
	 	(b)	Execute
    and deliver all documents and licenses necessary to transfer the Vendor’s interest in all intangible KartKraft Assets,
    including Intellectual Property Rights, except where the Vendor’s interest arises in connection with a Contract that
    is not assigned at the Settlement Date pursuant to clause 8 (Transfer of Contracts);
	 	 	 
	 	(c)	Arrange
    for the practical delivery of all intangible and digital KartKraft Assets, including but not limited to complying with clause
    4.4;
	 	 	 
	 	(d)	Deliver
    to the Purchaser a complete copy of all documents and records relating to the KartKraft Asset;.
	 	 	 
	 	(e)	Deliver
    to the Purchaser a written summary of all computer and software access and log-in codes relevant to the KartKraft Assets;
	 	 	 
	 	(f)	Subject
    to clause 8 (Transfer of Contracts), deliver to the Purchaser duly executed originals and any assignments or novations (as
    applicable) of the Contracts;
	 	 	 
	 	(g)	Renounce
    any occupancy rights in respect of the Premises in favour of the Purchaser, and procure that the landlord enters into a lease
    or licence with the Purchaser (or its nominee) in respect of the Premises on similar terms and conditions as the Premises
    are currently occupied by the Vendor;


 




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	 	(h)	 Subject to the Purchaser entering into an applicable lease or licence with the lessor or licensor of the Premises, provide all keys and any building access security codes to the Premises.
	 	 	 	 
	4.3	Purchaser’s obligations
    at Settlement
	 	 	 
	 	At Settlement the Purchaser must:
	 	 	 	 
	 	(a)	 Pay the Purchase Price to the Vendor as provided for in clause 2.2; and
	 	 	 	 
	 	(b)	 Subject to clause ‎8 (Transfer of Contracts), deliver to the Vendor duly executed originals and any novations (as applicable) of the Contracts.
	 	 	 	 
	4.4	Technical handover
	 	 	 
	 	As soon as reasonably practical on or after Settlement, the parties agree that they will undertake technical handover in accordance with the procedures set out in Schedule C - Technical Handover.
	 	 	 	 
	4.5	Passing of risk on Settlement
	 	 	 	 
	 	(a)	 All risk, right, title and interest in and to the KartKraft Assets:
	 	 	 	 
	 	 	(i)	Remains
    with the Vendor up to Settlement; and
	 	 	 	 
	 	 	(ii)	Passes
    to the Purchaser as from Settlement.
	 	 	 	 
	 	(b)	 The Vendor is entitled to all income, takings, profits benefits and rights, and must bear all outgoings and expenses, of the KartKraft Assets until Settlement but, subject to Settlement occurring, with effect from Settlement, the Purchaser is entitled to all income, takings, profits, benefits and rights, and must bear all outgoings and expenses, of the KartKraft Assets incurred or arising after Settlement, subject to the terms of this Agreement.
	 	 	 	 
	4.6	Take possession of KartKraft
    Assets
	 	 	 
	 	Upon Settlement the Purchaser is entitled to:
	 	 	 	 
	 	(a)	 Subject to the Purchaser entering into an applicable lease or licence with the lessor or licensor of the Premises, enter into possession of the Premises; and
	 	 	 	 
	 	(b)	 Take ownership and effective control of the KartKraft Assets, excluding any Contract that is not assigned at the Settlement Date pursuant to clause 8 (Transfer of Contracts).


 




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	5.	BOOK DEBTS
	 	 	 
	5.1	Book Debts at Settlement
	 	 	 
	 	(a)	 On or as soon as reasonably practicable after Settlement the Vendor must deliver to the Purchaser a list of Book Debts as at Settlement.
	 	 	 	 
	 	(b)	 Subject to the foregoing, all Book Debts owing to the Vendor as at Settlement remain the property of the Vendor, and may be collected and received by the Vendor.
	 	 	 	 
	 	(c)	 The Purchaser must use its reasonable endeavours to collect the Book Debts, but nothing in this clause requires the Purchaser to:
	 	 	 	 
	 	 	(i)	Take
    action or enforcement proceedings in respect of any Book Debt; or
	 	 	 	 
	 	 	(ii)	Apply
    any amount received from a debtor to a Book Debt that is the subject of a genuine dispute between the Vendor and the debtor.
	 	 	 	 
	 	(d)	 Any Book Debts collected by the Purchaser must be remitted to the Vendor with an itemised list containing the name of the debtor and the amount received (without any collection cost to the Vendor) within 15 Business Days of receipt of the same by the Purchaser.
	 	 	 
	6.	TRANSMISSION OF EMPLOYEES
	 	 	 
	6.1	Transfer of Employees
	 	 	 
	 	(a)	 Following the execution of this Agreement, and prior to the Settlement Date, the Purchaser (or the Purchaser’s nominee) may offer (but is not obliged to offer some or all of the Employees employment with the Purchaser (or the Purchaser’s nominee), where such offer must comply with the following:
	 	 	 	 
	 	 	(i)	the
    offer must be with effect from and conditional on Settlement; and
	 	 	 	 
	 	 	(ii)	the
    offer must require the Employee to resign from employment with the Vendor if the Employee accepts employment with the Purchaser
    and if Settlement also occurs.
	 	 	 	 
	 	(b)	 For the avoidance of doubt: the Purchaser does not intend to recognise any Employee’s service with the Vendor including for the purposes of sections 91 (annual leave) and 122 (redundancy) of the Fair Work Act 2009 (Cth), and those obligations in respect of any Transferring Employee will remain obligations of the Vendor after Settlement.
	 	 	 	 
	 	(c)	 The Vendor must not do anything to discourage any Employee from accepting employment with the Purchaser pursuant to an offer made under clause 6.1(a).
	 	 	 	 
	 	(d)	 At least one Business Day before the Settlement Date, the Purchaser must notify the Vendor which Employees have accepted the Purchaser’s (or the Purchaser’s nominee’s) offer.


 




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	 	(e)	The
    Vendor must, on and with effect from Settlement, end the employment of all of the Transferring Employees.
	 	 	 	 
	6.2	Pre-Settlement obligations
	 	 	 	 
	 	(a)	The
    Vendor warrants to and covenants with the Purchaser that:
	 	 	 	 
	 	 	(i)	All
    entitlements of any person employed in the Business up to Settlement for wages, benefits, superannuation entitlements and
    all existing liabilities for pay-roll tax and workers compensation in respect of such employment have or will be discharged
    by the Vendor at or before Settlement; and
	 	 	 	 
	 	 	(ii)	The
    Purchaser will not be obliged to take over any Employees of the Vendor other than Transferring Employees (if any).
	 	 	 	 
	 	(b)	For
    the avoidance of doubt, the Vendor is solely responsible for all Non-Transferring Employees.
	 	 	 	 
	6.3	Assumption of responsibility
    for Transferring Employees
	 	 	 	 
	 	Subject to the fulfilment of the
    obligations under clauses 6.2 by the Vendor, the Purchaser must:
	 	 	 	 
	 	(a)	Subject
    to clause 6.1(b), with effect on and from Settlement, assume responsibility for and discharge all entitlements due to the
    Transferring Employees after Settlement as and when they arise; and
	 	 	 	 
	 	(b)	Comply
    with all obligations relating to superannuation (whether under statute, award, agreement or otherwise) in respect of the Transferring
    Employees that are referrable to the period of employment commencing as from Settlement.
	 	 	 	 
	7.	PLANT
    & EQUIPMENT
	 	 	 
	7.1	State of Plant
	 	 	 
	 	The
    Plant & Equipment is sold in the present state and condition of repair, and is subject to any existing faults and defects
    (if any), as at the date of this Agreement.
	 	 	 
	7.2	Vendor to use reasonable care
	 	 	 
	 	As long
    as the Vendor remains in possession of the Plant & Equipment the Vendor must use it with reasonable care and is liable
    for any loss or damage to the Plant & Equipment arising after the execution of this Agreement and up to Settlement.


 




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	8.	ASSIGNMENT
    OF CONTRACTS


 


	8.1	Assigned
    Contracts


 


Subject
to clause 8.2:


 


	 	(a)	The
    Vendor will assign to the Purchaser with effect on and from Settlement all the Vendor’s right, title and interest under
    the Contracts and the Purchaser agrees to assume all obligations of the Vendor under each Contract, such that on and from
    Settlement all rights and obligations of the Vendor will vest in, be undertaken and be exercised and performed by the Purchaser
    as if the Purchaser had been a party to those Contracts ab initio in the place of the Vendor; and
	 	 	 
	 	(b)	The
    Purchaser will observe and perform all the covenants, terms, conditions and agreements to be observed or performed by the
    Vendor under the Contracts after Settlement.


 


	8.2	Obtaining
    consent


 


	 	(a)	Where
    the consent of a person is needed for the assignment of a Contract to the Purchaser, to the extent not already obtained as
    at the date of this Agreement, the Purchaser and the Vendor must, as soon as reasonably practicable after the date of this
    Agreement, co-operate and use reasonable endeavours to obtain consent from the counterparties to those Contracts where such
    consent is required.
	 	 	 
	 	(b)	For
    the purposes of this clause ‎‎8.2, ‘reasonable endeavours’


 


	 	(i)	includes
    the Purchaser providing all information and documents as the counterparties to the relevant Contracts reasonably require before
    they are prepared to provide a consent and, in the case of the lease of the Premises, any replacement security or guarantee
    required by the landlord; and
	 	 	 
	 	(ii)	does
    not extend to requiring the Vendor to make a payment to obtain the counterparty’s consent unless the Purchaser agrees
    to pay the cost of the payment to the counterparty.


 


	 	(c)	Except
    where the Vendor has failed to comply with its obligations under clause 8.2(a), the Purchaser agrees that the Vendor will
    have no liability, including in connection with an indemnity, for any failure to assign, or obtain consent to an assignment
    of, a Contract under this Agreement, where the consent of a person is needed for such assignment.
	 	 	 
	 	(d)	Unless
    and until consent is obtained or such Contracts are novated the Purchaser will for its own benefit and to the extent that
    the Contracts permit, perform on behalf of the Vendor (but at the Purchaser’s expense) all the obligations of the Vendor
    arising after Settlement.


 


	8.3	Mutual
    indemnity


 


	 	(a)	The
    Purchaser will indemnify the Vendor and keep the Vendor indemnified at all times in respect of any Loss or Claim which the
    Vendor may suffer, sustain or incur by reason or on account of any non-performance or non-observance by the Purchaser on or
    after the Settlement of any of the covenants, terms conditions or agreements to be observed and performed by the Vendor under
    the Contracts.


 




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	 	(b)	The
    Vendor will indemnify the Purchaser and keep the Purchaser indemnified at all times in respect of any Loss or Claim which
    the Purchaser may suffer, sustain or incur by reason or on account of any non-performance or non-observance by the Vendor
    prior to the Settlement of any of the covenants, terms, conditions or agreements to be observed and performed by the Purchaser
    under the Contracts.


 





 






	9.	ASSIGNMENT
    OF INTELLECTUAL PROPERTY RIGHTS


 


	9.1	Vendor
    Intellectual Property Rights


 


	 	(a)	The
    Vendor agrees to assign to the Purchaser as at Settlement all its right, title and interest in the Intellectual Property Rights
    (including all rights of action accrued), free from all Encumbrances.
	 	 	 
	 	(b)	The
    Vendor Directors agree to assign to the Purchaser as at Settlement all their right, title and interest in the Intellectual
    Property Rights (including all rights of action accrued), free from all Encumbrances.
	 	 	 
	 	(c)	From
    time to time on and after Settlement the Vendor and the Vendor Directors must execute all documents and instruments reasonably
    requested by the Purchaser relating to the Intellectual Property Rights (or any of it) as necessary or reasonably expedient
    to give effect to the transactions expressed or contemplated in this Agreement, and will use reasonable efforts to do so at
    the time and in the manner reasonably requested by the Purchaser.


 


	9.2	Other
    Contributor Intellectual Property Rights


 


	 	(a)	As
    soon as reasonably practical before or after Settlement, subject to clause 9.2(b), the Vendor must deliver to the Purchaser
    either:


 


	 	(i)	A
    duly executed deed of assignment assigning all the Other Contributors’ rights, title and interest in the Intellectual
    Property Rights in favour of the Purchaser; or
	 	 	 
	 	(ii)	A
    duly executed agreement confirming to the Purchaser’s reasonable satisfaction that the Other Contributors had assigned
    all their rights, title and interest in the Intellectual Property Rights to the Vendor prior to Settlement.


 


	 	(b)	The
    Vendor must use its best endeavours to fulfil its obligations under clause 9.2(a).


 


 






	10.	VENDOR
    OBLIGATIONS PENDING SETTLEMENT


 


	10.1	Maintaining
    the KartKraft Assets


 


Between
the date of this Agreement and up to Settlement the Vendor must:


 


	 	(a)	In
    respect of the tangible KartKraft Assets, keep them in the same repair and condition, as at the date of this Agreement; and
	 	 	 
	 	(b)	In
    respect of the intangible KartKraft Assets, do all things reasonably necessary to maintain those assets, including but not
    limited to the Intellectual Property Rights.


 




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	10.2	Acts
    requiring consent


 


Subject
to clause 10.3, the Vendor must not, unless required or contemplated by this Agreement, or unless the Purchaser first consents
in writing (such consent not to be unreasonably withheld or delayed):


 


	 	(a)	Enter
    into, terminate, or alter any term of any material Contract;
	 	 	 
	 	(b)	Except
    in the usual conduct of business, dispose of, agree to dispose of, encumber or grant an option over, or grant any interest
    in any of the KartKraft Assets; or
	 	 	 
	 	(c)	Terminate
    the employment of any Employee or alter the terms of employment (including the terms of superannuation or any other benefit)
    of any Employee.


 


	10.3	Permitted
    Activities


 


Notwithstanding
any other provision of this Agreement, until Settlement, the Vendor may (without the consent of the Purchaser) do any of the following
activities:


 


	 	(a)	Respond
    to and deal with any unexpected events relating to the KartKraft Assets where an urgent response from the Vendor is required
    or necessary in order to protect safety, health or the environment;


 


	 	(b)	Formalise
    any informal or undocumented agreements or arrangements with third parties that are current as at the date of this Agreement,
    so that such agreements or arrangements become written Contracts for the purposes of this Agreement;


 


	 	(c)	Any
    activity that is expressly permitted in, or required by, this Agreement; or


 


	 	(d)	Any
    activity that is required to be done by the Vendor in relation to the KartKraft Assets as required by law or any court of
    competent jurisdiction.


 





 






	11.	ASSISTANCE
    BY VENDOR POST SETTLEMENT


 


The
Vendor and each Vendor Director must for a period of 40 Business Days following Settlement provide all reasonable and necessary
advice and assistance as may be requested from time to time by the Purchaser in respect of:


 


	 	(a)	The
    continuing operation of the KartKraft Assets;
	 	 	 
	 	(b)	The
    customers of and suppliers connected with the KartKraft Assets (including terms of supply and trade);
	 	 	 
	 	(c)	The
    Transferring Employees; and
	 	 	 
	 	(d)	Any
    of the KartKraft Assets.


 




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	12.	FURTHER
    OBLIGATIONS


 


	12.1	Commercial
    Restraint of Trade


 


The
parties agree to the provisions in Schedule D - Restraint Of Trade, which provisions form an essential part of the terms
and conditions of this Agreement.


 





 






	13.	WARRANTIES
    BY VENDOR


 


	13.1	Giving
    of Warranties


 


	 	(a)	Each
    Covenantor, upon the execution of this Agreement, warrants and represents to the Purchaser that each of the Warranties is
    true, complete, accurate and not misleading in any respect.
	 	 	 
	 	(b)	Each
    Covenantor is deemed to warrant and represent again to the Purchaser in the terms of the Warranties immediately before Settlement
    with reference to the facts and circumstances then subsisting (except that when a Warranty refers to a particular date or
    time, the Warranty is given only as at that date or time).
	 	 	 
	 	(c)	Each
    Covenantor must not do, to the extent this is within its control, allow or procure any act or omission before Settlement that
    would constitute a breach of any of the Warranties upon the Warranties being deemed to be given again under clause 13.1(b).


 


	13.2	Breadth
    of Warranties


 


	 	(a)	Where
    any statement in the Warranties is qualified by the expression “to the best of the knowledge, information and belief
    of the Covenantor” or “so far as the Covenantor is aware” (or any similar expression), the Covenantor
    is deemed to have made all enquiries reasonably necessary to establish that the statement is true and not misleading in any
    respect.


 


	 	(b)	Each
    of the Warranties is separate and independent and, save as expressly provided, is not limited by reference to any other Warranty
    or any other provision in this Agreement.


 


	13.3	Disclosure
    of breach


 


The
Covenantor undertakes to the Purchaser to disclose to it in writing, promptly upon becoming aware of the same (either before or
after Settlement), full details of any fact, matter, event or circumstance which:


 


	 	(a)	Constitutes
    a breach of any of the Warranties given upon the execution of this Agreement; or
	 	 	 
	 	(b)	Will
    constitute a breach of any of the Warranties when deemed given again immediately prior to Settlement.


 




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	13.4	Remedy
    for breach of Warranties


 


Subject
to the remaining provisions of this clause 13, if there is a breach of any of the Warranties, then, without prejudice to the right
of the Purchaser to claim damages on any other basis, the Covenantor is liable to pay damages to the Purchaser, together in each
case with all costs, losses and expenses incurred or sustained by the Purchaser as a result of the breach or of the fact, matter,
event or circumstance resulting in the breach.


 


	13.5	Duration
    of Warranties


 


The
Warranties shall continue in full force and effect despite Settlement and shall continue until the date that is 6 months after
Settlement.


 


	13.6	Priority
    of claim under Warranties


 


The
parties acknowledge and agree that:


 


	 	(a)	The
    Vendor indemnifies the Vendor Directors and agrees to keep indemnified the Vendor Directors in respect of any Loss or Claim
    the Vendor Directors may suffer, sustain or incur by reason or on account of a claim by the Purchaser for breach of the Warranties;
    and
	 	 	 
	 	(b)	Any
    claim for breach of the Warranties shall be satisfied in the following priority:


 


	 	(i)	Firstly,
    from the Final Payment;
	 	 	 
	 	(ii)	Secondly,
    from the Vendors; and
	 	 	 
	 	(iii)	Thirdly,
    from the Vendor Directors; and


 


	 	(c)	For
    the avoidance of doubt, if the Purchaser has made a recovery under a claim for breach of Warranty from a Covenantor:


 


	 	(i)	To
    the extent that the recovery accounts for the whole breach of Warranty claim, then the Purchaser is not entitled to recover
    for that breach of Warranty from any other Covenantor; and
	 	 	 
	 	(ii)	To
    the extent that the recovery accounts for a portion of the breach of Warranty claim, then the Purchaser is only entitled to
    seek to recover the unsatisfied portion of that breach of Warranty claim from any other Covenantor.


 




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	14.	LIMITATIONS
    OF LIABILITY


 


	14.1	Disclosures
    and knowledge


 


No
Warranty is breached by reason of, and the Vendor is not liable to the Purchaser or any other person for breach of any Warranty
in respect of, any fact, matter or circumstance:


 


	 	(a)	fairly
    disclosed in information in or referred to in any written or recorded material concerning the KartKraft Assets, provided by
    or on behalf of the Vendor to the Purchaser before the date of this Agreement;
	 	 	 
	 	(b)	of
    which the Purchaser itself, or any of its related bodies corporate or any of its or their officers, employees, agents or advisers
    ought to have known before entering this Agreement if acting with reasonable care and diligence, including as a result of
    the Purchaser’s investigation of the KartKraft Assets;
	 	 	 
	 	(c)	of
    which a person in the position of the Vendor or an adviser of the Vendor could reasonably expect the Purchaser to know itself
    or through any of its advisers, having regard to the apparent expertise and experience of the Purchaser or of any adviser
    of the Purchaser in the video game development industry, in any industry in which the Purchaser conducts business, or in industry
    generally; or
	 	 	 
	 	(d)	of
    which the Purchaser should know, having regard to the opportunities of the Purchaser or any adviser of the Purchaser to make
    enquiries of the Vendor.
	 	 	 
	 	(e)	As
    at the date of this Agreement, the Purchaser does not know of, or have any ground to suspect, anything which is, or would
    be likely with the lapse of time or giving of notice (or both) to become, a breach of any Warranty.


 


	14.2	No
    claims for consequential loss


 


To
the full extent permitted by law, no party to this Agreement is liable (whether in negligence or otherwise) to the other party
for any Loss or Claim to the extent that it is for indirect or consequential loss (including loss of profit of any nature whatsoever,
loss of revenue, loss of expected savings, loss of opportunity, loss or reduction of goodwill and damage to reputation or any
diminution in the value of the KartKraft Assets), in connection with any right or remedy conferred on the a party by law, or any
liability of a party as a result of, or in connection with this Agreement.


 


	14.3	Maximum
    liability


 


The
maximum aggregate liability of the Vendor and Vendor Directors for all Claims made or brought by the Purchaser under or in connection
with this Agreement or the transactions contemplated by it is limited to an amount equal to 100% of the Purchase Price.


 


	14.4	Thresholds


 


The
Purchaser must not make any Claim under or in connection with this document:


 


	 	(a)	for
    less than $1,000; and


 


	 	(b)	unless
    and until the aggregate amount of all Claims of the Purchaser that are otherwise permitted by this document (not counting
    any such Claim for less than $1,000) exceeds $1,000, in which case the Vendor is liable for the whole amount, and not just
    the excess.


 




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	14.5	Time
    limits


 


No
party may make any Claim under or in connection with this Agreement or the transactions contemplated by this Agreement, unless
that party gives the other parties notice of the Claim in accordance with clause 3.3:


 


	 	(a)	within
    13 months after the Settlement Date; and


 


	 	(b)	if
    applicable, legal proceedings for the Claim have been properly issued and validly served on the Vendor within 13 months after
    that notice is given.


 


For
the avoidance of doubt, the Purchaser must comply with clause 13.5 (in addition to this clause 14.5) in respect of any Claim for
breach of any of the Warranties.


 


	14.6	Other
    limitations


 


	 	(a)	The
    Purchaser acknowledges, and also represents and warrants, that, except for the Warranties and the terms of this Agreement:


 


	 	(i)	neither
    the Vendor nor a Vendor Director has made or makes any express or implied representation or warranty at all, including in
    relation to any forward looking information, future matters, including future costs, revenues or profits; and
	 	 	 
	 	(ii)	no
    statements, representations, warranties or promises have induced or influenced the Purchaser to enter into this Agreement
    or agree to any or all of its terms, been relied on in any way as being accurate, been warranted as being true or been taken
    into account as being important to their decision to enter into this Agreement or agree to any of its terms.


 


	 	(b)	To
    the fullest extent permitted by law, every condition, guarantee, warranty, term, provision, representation or undertaking
    (whether express, implied, written, oral, collateral, statutory or otherwise) except the Warranties is excluded.


 


	 	(c)	To
    the extent permitted by law, the Purchaser, agrees not to make, and releases any right it may have to make, against the Vendor
    any Claim based on Part 7.10 (including section 1041H) of the Corporations Act 2001 (Cth), Part 2 Division 2 (including
    sections 12DA and 12DB) of the Australian Securities and Investments Commission Act 2001 (Cth), the Australian Consumer
    Law (including sections 4, 18 and 29 of Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or on any corresponding
    provision of any State or Territory legislation, or on a similar provision under any other law, for any act or omission concerning
    any KartKraft Asset or for any statement or representation about any of those things which is not expressly contained in this
    Agreement.


 


	14.7	Sole
    remedy


 


Each
party acknowledges and agrees that its sole remedies in connection with the sale of the KartKraft Assets or any other matter that
is the subject of this Agreement will be as set out in this Agreement, including for a breach of a Warranty or any other breach
of this Agreement by a party.


 




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	14.8	Liability
    of Vendor to Purchaser


 


To
the extent that a party’s right to make a Claim under or in connection with this Agreement or the transactions contemplated
by this Agreement is limited or excluded by this clause 14, the Claim and the any other party’s liability is absolutely
barred, and the party must not make such a Claim against any other party.


 


	14.9	Mitigation
    of Losses


 


	 	(a)	Upon
    becoming aware of a Loss or circumstances which could reasonably be expected to give rise to a Loss, for which a Claim could
    be made against the Vendor under or in respect of this Agreement, the Purchaser must take all reasonable action to mitigate
    such Loss.


 


	 	(b)	Nothing
    in this Agreement restricts or limits any general obligation at law to mitigate any Loss.


 





 






	15.	MUTUAL
    INDEMNITIES


 


	 	(a)	All
    trading debts and other liabilities arising out of or related in any way to the KartKraft Assets before Settlement are and
    will remain the responsibility of the Vendor, except where the Purchaser has accepted responsibility for the same under this
    Agreement.
	 	 	 
	 	(b)	Subject
    to Settlement occurring, with effect on and from Settlement, the Purchaser assumes the Assumed Liabilities and must:


 


	 	(i)	Perform
    the obligations of the Vendor and assume the liabilities of the Vendor under every Contract assigned to the Purchaser; and
	 	 	 
	 	(ii)	Satisfy
    all other Assumed Liabilities as and when required after Settlement.


 


	 	(c)	Subject
    to Settlement occurring, the Vendor indemnifies the Purchaser and agrees to keep the Purchaser indemnified at all times in
    respect of any Loss or Claim which the Purchaser may suffer, sustain or incur by reason or on account of the KartKraft Assets
    on or before Settlement.
	 	 	 
	 	(d)	Subject
    to Settlement occurring, the Purchaser indemnifies the Vendor and agrees to keep the Vendor indemnified at all times in respect
    of any Assumed Liability, including any Loss suffered or incurred by the Vendor in discharging an Assumed Liability and for
    any Loss or Claim which the Vendor may suffer, sustain or incur by reason or on account of As a result of the Purchaser failing
    to comply with clause ‎15(b).


 


	16.	DEFAULT


 


	16.1	If
    default is made in the due observance or performance of any condition or obligation on the Purchaser’s part or the Vendor’s
    part (the Defaulting Party) to be observed or performed on or prior to the Settlement Date, the Vendor or the Purchaser
    (as the case may be) (the Innocent Party) may, without prejudice to any other legal rights or remedies the Innocent
    Party may have, at any time after the occurrence of the default give to the Defaulting Party written notice of the default
    (a Default Notice).


 




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	16.2	The
    Default Notice must:


 


	 	(a)	Specify
    the nature and extent of the default;
	 	 	 
	 	(b)	Specify
    how the default is to be remedied; and
	 	 	 
	 	(c)	State
    that the default is to be remedied within a reasonable period stipulated in the Default Notice (the Remedy Period),
    with the Remedy Period to commence on the service of the Default Notice and being a period of no less than 10 Business Days;
	 	 	 
	 	(d)	State
    that unless the default is remedied within the Remedy Period, then, at the Innocent Party’s option:


 


	 	(i)	this
    Agreement terminates; or
	 	 	 
	 	(ii)	the
    Settlement Date is postponed until after the default is rectified and notified in writing by the Defaulting Party to the Innocent
    Party,


 


but
if the default if not remedied within the Remedy Period, or by the postponed Settlement Date, as the case may be, this Agreement
terminates at the expiration of the Remedy Period unless in the meantime the Default Notice is withdrawn by the Innocent Party
by a further notice in writing to the Defaulting Party.


 


	16.3	Time
    is of the essence in respect of any obligations under this clause 16.
	 	 
	16.4	If
    this Agreement is terminated by the Vendor pursuant to a Default Notice, the Vendor may at the Vendor’s option either:


 


	 	(a)	Retain
    the KartKraft Assets and sue the Purchaser for damages for breach of contract; or
	 	 	 
	 	(b)	Upon
    exercising its rights under clause 16.2(d)(i) resell the KartKraft Assets and the deficiency in price (if any) upon resale
    is an amount recoverable by the Vendor by way of a liquidated sum from the Purchaser (the Liquidated Amount). Any proceedings
    for the recovery of the Liquidated Amount must be commenced within 12 calendar months after the determination of this Agreement,
    and if there is any increase in price on the sale of the KartKraft Assets, the Vendor is entitled to keep that increase.


 


	16.5	If
    this Agreement is terminated by the Purchaser pursuant to a Default Notice, the Purchaser may sue the Vendor for damages for
    breach of contract, but without prejudice to any other rights it may have at law generally or under this Agreement.


 




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	16.6	If:


 


	 	(a)	The
    Vendor fails to duly observe or perform any condition or obligation; or


 


	 	(b)	At
    any time in the period commencing on the signing of this Agreement by the Vendor and ending on Settlement the Vendor becomes
    Insolvent,


 


(each
a Vendor Default) then the Purchaser may, without prejudice to any other legal rights or remedies the Purchaser may have
because of such occurrence, at the Purchaser’s option:


 


	 	(c)	Terminate
    this Agreement, whereupon the Purchaser is released from its obligations under this Agreement;


 


	 	(d)	Proceed
    with Settlement and institute proceedings against the Vendor to recover damages for breach of contract; or


 


	 	(e)	Postpone
    the Settlement Date to allow the Vendor the opportunity to remedy the Vendor Default but without prejudice to any rights the
    Purchaser may have against the Vendor arising out of such postponement (including reimbursement for expenses paid or incurred
    by the Purchaser),


 


and
on any subsequent Settlement the Purchaser is entitled to assert and exercise its rights under this clause against the Vendor.


 





 






	17.	GST
    SALE OF A GOING CONCERN


 


	17.1	The
    Vendor and the Purchaser mutually agree that the sale of the Business Assets under or in connection with this Agreement is
    the supply by the Vendor to the Purchaser of a going concern within the meaning of A New Tax System (Goods and Services
    Tax) Act 1999 (the GST law) and the sale is therefore GST free.
	 	 
	17.2	The
    Purchaser warrants to the Vendor that it is registered under the GST law (or will be so registered prior to Settlement).
	 	 
	17.3	If
    for any reason the sale of the Business Assets under this agreement is not GST free as contemplated in this clause 17, then
    the Purchaser must on written demand from the Vendor, pay to the Vendor (by way of further consideration for the sale of the
    Business Assets) an amount calculated under the GST law as being the GST payable on the sale of the Business Assets.


 


	17.4	If
    the Vendor incurs any penalties under the GST law because the sale of the Business Assets under this agreement has been treated
    by the parties as being GST free then:


 


	 	(a)	If
    the reason for the sale not being GST free is solely because of some act, default or omission on behalf of the Vendor, the
    Vendor must bear those penalties without any recourse to the Purchaser;


 


	 	(b)	If
    the reason for the sale not being GST free is solely because of some act, default or omission on the part of the Purchaser,
    the Purchaser must pay or reimburse the Vendor (as the case may be) those penalties on demand; and


 


	 	(c)	In
    any other case, the penalties must be borne by the parties equally, and any amount of penalty that is to be borne by the Purchaser
    is payable to the Vendor on demand.


 




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	18.	CONFIDENTIALITY


 


	18.1	General


 


Each
party must treat the terms of this Agreement as confidential information and no announcement or communication relating to the
negotiations of the parties or to the existence, subject matter or terms of this Agreement may be made or authorised by a party
unless:


 


	 	(a)	the
    other parties have first given their written approval;
	 	 	 
	 	(b)	the
    disclosure is to the party’s related bodies corporate, officers, employees, consultants, professional advisers, bankers,
    financial advisers or financiers and those persons undertake to keep confidential any information so disclosed;
	 	 	 
	 	(c)	the
    disclosure is to a person whose consent is required under this Agreement or is necessary or desirable for a transaction contemplated
    by it;
	 	 	 
	 	(d)	the
    disclosure is made to the extent reasonably needed to comply with:


 


	 	(i)	any
    applicable law; or
	 	 	 
	 	(ii)	the
    listing rules applicable to the party (or a related body corporate of the party);


 


but
the party must promptly give notice of the intended disclosure to, and consult with, the other parties to the extent practicable,
and use its reasonable endeavours to minimise any such disclosure and to ensure that the information so disclosed will be treated
confidentially.


 


	18.2	Notwithstanding
    the obligations set forth in clause 17.1, the Purchaser shall have the right to:


 


	 	(i)	disclose
    this Agreement and the contents hereof in the Purchaser’s current report on Form 8-K filed with the U.S. Securities
    and Exchange Commission (the “SEC”) and other required SEC filings, such as Form 10-K annual reports and Form
    10-Q quarterly reports; and
	 	 	 
	 	(ii)	issue
    a press release about the transactions contemplated herein,


 


provided
that the Purchaser does not in any circumstances disclose the Purchase Price, except to the extent required by applicable law.


 


 






	19.	GENERAL
    PROVISIONS


 


	19.1	Announcements


 


Except
as expressly permitted by this Agreement, no announcement, disclosure or public statement relating to the existence or subject
matter of this Agreement, or any matter ancillary to this Agreement, may be made by or on behalf of a party without the prior
written approval of the other party (not to be unreasonably withheld or delayed).


 




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	19.2	Goods
    and Services Tax


 


	 	(a)	Subject
    to the more specific terms of this Agreement, if a goods and services tax or any similar tax (GST) imposed in Australia
    or elsewhere has application to any supply made under or in connection with this Agreement, the supplier may, in addition
    to any moneys payable under this Agreement, recover from the recipient of the supply an additional amount on account of GST,
    such amount to be calculated by multiplying the amount or consideration payable by the recipient for the relevant supply by
    the prevailing GST rate.
	 	 	 
	 	(b)	Any
    additional amount on account of GST recoverable from the recipient under this clause must be calculated without any deduction
    or set-off of any other amount and is payable by the recipient upon demand by the supplier whether such demand is by means
    of invoice or otherwise.


 


	19.3	Dispute
    resolution


 


	 	(a)	All
    disputes or differences which at any time hereafter arise between the parties (the Disputants) in respect of:


 


	 	(i)	The
    construction or effect of this Agreement; or
	 	 	 
	 	(ii)	The
    rights, duties and liabilities of the Disputants hereunder; or
	 	 	 
	 	(iii)	Any
    other matter or event connected with or arising out of this Agreement


 


must
be initially referred on notice to each other party.


 


	 	(b)	Each
    Disputant may give notice to the other that the provisions of this clause 19.3 are to apply to any dispute arising between
    the Disputants as to any matter arising out of or in connection with this Agreement.
	 	 	 
	 	(c)	The
    notice referred to in clause 19.3(b) must include a summary of the issues in dispute and notification of a time within a period
    of 10 Business Days beginning 4 Business Days after the service of the notice, and a place in the Capital of the State at
    which the representatives of the Disputants (which may include a Disputant) are to meet to try to resolve the dispute.
	 	 	 
	 	(d)	The
    representatives of the Disputants must meet at the time and place specified in the notice to try to resolve the dispute and
    must, if necessary, continue to negotiate for 2 consecutive Business Days, unless they otherwise agree to reconvene.
	 	 	 
	 	(e)	If
    the dispute has not been resolved by the representatives of the Disputants by the end of the meeting, then either party may
    within 10 Business Days thereafter apply to the President of the Law Society of the State to appoint a neutral adviser to
    assist in a further attempt by the parties in good faith to resolve the dispute by structured negotiations. Such person will
    act as an expert and not as an arbitrator, and will be entitled to appoint such technical expert or experts as he or she considers
    necessary to assist them in seeking to resolve the matter.


 




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	 	(f)	If
    the parties fail to appoint a neutral adviser within the 10 Business Day period referred to in clause 19.3(e) or the parties
    fail to reach agreement in the structured negotiations within 20 Business Days of the neutral adviser being appointed, then
    any dispute may be referred to a court of competent jurisdiction. Neither party is deemed to be precluded from taking such
    interim formal steps as may be considered necessary to protect such party’s position while the mediation or other procedure
    is pending or continuing.
	 	 	 
	 	(g)	The
    costs of the neutral adviser must be borne equally by the Disputants.


 


	19.4	Costs


 


Unless
otherwise agreed in writing between the parties:


 


	 	(a)	Each
    party must bear their own respective costs of and incidental to the preparation and negotiation of this Agreement, and the
    due performance under this Agreement; and
	 	 	 
	 	(b)	Stamp
    duty on this Agreement, and any assignments and conveyances pursuant to this Agreement, must be paid by the Purchaser as and
    when due.


 


	19.5	Co-operation


 


	 	(a)	Each
    party must sign all documents and do all things necessary or desirable to give effect to this Agreement, and will procure
    its officers, employees and agents to declare, make or sign all documents and do all things necessary or desirable to give
    full effect to this Agreement.


 


	 	(b)	Except
    to the extent stated to the contrary in this Agreement, any consent, approval, condition or thing required to be done pursuant
    to this Agreement must not be capriciously or unreasonably reached, withheld, given or carried out by any party.


 


	19.6	Further
    agreements


 


From
time to time at the request of another party, and without any further consideration, each party will execute and deliver such
other documents and instruments and take such other action as another party may reasonably request in order to consummate or give
effect to the transactions contemplated by this Agreement.


 


	19.7	Amendments


 


No
amendment of this Agreement binds the parties unless made in writing expressed to be supplemental to or in substitution for the
whole or part of this Agreement.


 


	19.8	Interest


 


All
sums due from either of the parties to the other which are not paid on the due date (without prejudice to the rights of the parties
under this Agreement) bear interest from day to day (and accrued monthly) at the annual rate of 4% above the current indicated
target cash rate set by the Reserve Bank of Australia from time to time, with a minimum of 8% per annum.


 




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	19.9	Existing
    rights


 


The
expiry or termination of this Agreement is without prejudice to any rights that have already accrued to either of the parties
under this Agreement.


 


	19.10	Rights
    and liabilities not to merge


 


The
parties agree that the rights and obligations acquired or incurred pursuant to or as a result of the provisions of this Agreement
are of a continuing nature and continue in full force after Settlement to the intent that they do not merge and are not deemed
to have merged into the conveyance of conveyances of the assets hereby sold.


 


	19.11	Force
    majeure


 


No
party is liable to the other where any Force Majeure Event prevents or delays the performance by that party of its obligations
under this Agreement.


 


	19.12	Waiver


 


	 	(a)	Any
    waiver or forbearance in regard to the performance of this Agreement operates only if in writing and applies only to the specified
    instance, and does not affect the existence and continued applicability of the terms of it thereunder.
	 	 	 
	 	(b)	No
    failure or delay by any party in exercising any right, power or privilege hereunder (and no course of dealing between or among
    any of the parties) operates as a waiver of any such right, power or privilege.
	 	 	 
	 	(c)	No
    waiver of any default on any one occasion constitutes a waiver of any subsequent or other default. No single or partial exercise
    or any such right, power or privilege precludes the further or full exercise thereof.


 


	19.13	Severance


 


If
any provision of this Agreement is held to be invalid in any way or unenforceable it is severed and the remaining provisions are
not in any way affected or impaired. This Agreement must be construed so as to most nearly give effect to the intent of the parties
as it was originally executed.


 


	19.14	Legal
    Effect


 


Each
of the parties to this Agreement intends the provisions of this Agreement to be legally binding and enforceable.


 


	19.15	Legal
    representation


 


The
parties hereby expressly acknowledge and agree that;


 


	 	(a)	The
    Solicitor who prepared this Agreement acted as legal counsel to the Purchaser, and not to any other party to this Agreement;
    and


 




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	 	(b)	Each
    other party has been strongly advised to seek and obtain their own independent legal advice in relation to the terms and effect
    of this Agreement before signing this Agreement.


 


	19.16	Independent
    legal advice


 


Each
party acknowledges that:


 


	 	(a)	It
    has had the opportunity to receive separate and independent legal advice before entering into this Agreement; and
	 	 	 
	 	(b)	If
    any party has failed to obtain such advice it is not entitled to rely upon such failure to exercise any non-compliance with
    this Agreement. This is an essential term.


 


	19.17	Parties


 


	 	(a)	If
    a party consists of more than 1 person, this Agreement binds each of them separately and any 2 or more of them jointly.
	 	 	 
	 	(b)	An
    obligation, representation or warranty in favour of more than 1 person is for the benefit of them separately and jointly.
	 	 	 
	 	(c)	A
    party which is a trustee is bound both personally and in its capacity as a trustee.


 


	19.18	Precedence


 


	 	(a)	The
    documents comprising this Agreement are to be read in the following order of precedence:


 


	 	(i)	The
    clauses of this Agreement;
	 	 	 
	 	(ii)	The
    schedules to this Agreement; and
	 	 	 
	 	(iii)	Any
    annexure to this Agreement.


 


	 	(b)	Where
    any conflict occurs between the provisions contained in two or more of the documents forming this Agreement, the document
    lower in the order of precedence must, where possible, be read down to resolve such conflict. If the conflict remains incapable
    of resolution by reading down, the conflicting provisions is severed from the document lower in the order of precedence without
    otherwise diminishing the enforceability of the remaining provisions of that document.


 


	19.19	Execution
    in parts


 


This
Agreement may be executed in any number of counterparts. The counterparts taken together will be taken to constitute the one and
the same instrument. This Agreement will have effect upon execution by all parties of either this Agreement or a counterpart of
this Agreement.


 




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	19.20	Assignment


 


The
Purchaser may, with the prior written consent of the Vendor, assign in whole or in part any rights and obligations arising under
or pursuant to this Agreement.


 


	19.21	Entire
    Agreement


 


This
Agreement contains the entire Agreement between the parties with respect to the subject matter of this Agreement and supersedes
and prevails over any prior agreement covenant or understanding (if any) between the parties.


 


	19.22	Governing
    law


 


	 	(a)	This
    Agreement is governed by and must be construed in accordance with the laws in force in the State and the Commonwealth of Australia
    (and the context requires or otherwise permits).


 


	 	(b)	The
    parties agree by their execution of this Agreement to irrevocably submit to the non-exclusive jurisdiction of the Courts of
    the State in respect of all matters arising under or in connection with this Agreement.


 





 






	20.	INTERPRETATION


 


	20.1	The
    Recitals are true and correct in every material way and form part of this Agreement, but any fact or matter referred to in
    the Recitals that is inconsistent with any term appearing in this Agreement must be read as subject to that term.


 


	20.2	In
    this Agreement, unless the context indicates a contrary intention:


 


	 	(a)	Headings
    are for convenience only, and do not affect interpretation;
	 	 	 
	 	(b)	The
    plural includes the singular, and vice versa;
	 	 	 
	 	(c)	A
    reference to any gender includes every other gender;
	 	 	 
	 	(d)	If
    a word or phrase is defined, its other grammatical forms have a corresponding meaning;
	 	 	 
	 	(e)	A
    reference to a ‘person’ includes a reference to an individual, a body corporate (wherever incorporated), a body
    politic, an association of persons (whether incorporated or unincorporated), a partnership, a trust, a person in the capacity
    as a trustee, a person in the capacity as the Personal Representative of a person or a deceased estate, and a superannuation
    fund;


 


	 	(f)	The
    ‘Personal Representative’ of a person means:


 


	 	(i)	in
    the case of a deceased person, the executor or administrator to whom probate or letters of administration has been granted,
    or any other person duly authorised to administer the estate of the deceased person; and
	 	 	 
	 	(ii)	in
    other cases, any person who is duly authorised under any statutory enactment to administer or manager the affairs of the person
    where the person is incapable of managing their own affairs due to their age, mental or physical illness, disability or incapacity
    or for any other reason;


 




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	 	(g)	A
    reference to a ‘Business Day’ is a reference to any day that banks are open for business in the capital city of
    the State, excluding weekends and public holidays;
	 	 	 
	 	(h)	A
    reference to a ‘month’ is a reference to a calendar month;
	 	 	 
	 	(i)	A
    reference to an agreement or document (including this Agreement) is to the agreement or document as amended, varied, supplemented,
    novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document;
	 	 	 
	 	(j)	A
    reference to a ‘document’ includes an agreement in writing, and any certificate, notice, instrument and document
    of any kind;
	 	 	 
	 	(k)	A
    reference to a ‘clause’, ‘Schedule’ or ‘Annexure’, is a reference to a clause of, or a
    schedule or annexure to, this Agreement;
	 	 	 
	 	(l)	A
    reference to ‘writing’ includes any method of representing or reproducing words, figures, drawings, or symbols
    in a visible form;
	 	 	 
	 	(m)	A
    reference to a ‘party’ to this Agreement (or another agreement or document) includes the party’s successors,
    permitted substitutes and permitted assigns (and, where applicable, the party’s Personal Representative);
	 	 	 
	 	(n)	Reference
    to any statute, or any subordinate legislation or instrument includes all statutes, subordinate legislation or instruments
    amending, modifying, consolidating, re-writing, re-enacting or replacing them, and a reference to a statute includes all subordinate
    legislation and instruments made under that statute;
	 	 	 
	 	(o)	A
    reference to conduct includes an omission, statement or undertaking, whether in writing;
	 	 	 
	 	(p)	A
    reference to ‘dollars’ and ‘$’ is to United States of America currency; and
	 	 	 
	 	(q)	A
    reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, jointly and
    severally; and
	 	 	 
	 	(r)	The
    meaning of general words is not limited by specific examples introduced by expressions such as ‘including’, ‘for
    example’ or similar expressions.


 




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	21.	DICTIONARY


 


In
this Agreement, unless the context clearly indicates otherwise, the following expressions have the meanings set out below:


 


	 	(a)	Assumed
    Liability means any obligation of the Vendor relating to the KartKraft Assets incurred or arising after Settlement either
    in respect of a period after Settlement or which properly falls due to be performed or discharged after Settlement, including
    all trading debts directly referrable to the KartKraft Assets.
	 	 	 
	 	(b)	Book
    Debts means the trade and other debts owing to the Vendor as at Settlement in relation to the KartKraft Assets by the
    Vendor prior to Settlement;
	 	 	 
	 	(c)	Claim
    means, in relation to a person, any claim, cause of action, proceeding, suit or demand made against the person concerned
    however it arises and whether it is present or future, fixed or unascertained, actual or contingent;
	 	 	 
	 	(d)	Confidential
    Information means information relating to the KartKraft Assets which has been maintained in confidence including, without
    limitation, any confidential information relating to the KartKraft Assets, but does not include any information that is in
    the public domain prior to the execution of this Agreement (or comes into the public domain after the execution of this Agreement)
    other than as a result of a breach of this Agreement;
	 	 	 
	 	(e)	Contracts
    means the legally enforceable contracts associated with or entered into by Vendor related to the KartKraft Assets;
	 	 	 
	 	(f)	Covenantor
    means jointly and severally the Vendor and each Vendor Director;
	 	 	 
	 	(g)	Controller
    has the same meaning as in the Corporations Act 2001 (Cth).
	 	 	 
	 	(h)	Employees
    means the persons employed by the Vendor as at date of this Agreement, unless they have left the employ of the Vendor
    on or prior to Settlement, listed in item 1 of Schedule A - Employees;
	 	 	 
	 	(i)	Encumbrance
    includes a Security Interest, mortgage, charge, lien, pledge, hypothecation, restriction or other encumbrance, other than
    a Permitted Encumbrance;
	 	 	 
	 	(j)	Final
    Amount means USD$250,000;
	 	 	 
	 	(k)	Final
    Payment Date means the date that is 6 calendar months after Settlement;
	 	 	 
	 	(l)	Force
    Majeure Event means:


 


	 	(i)	Any
    circumstance or delay beyond the reasonable control of a party which prevents that party from performing or carrying out any
    obligation under this Agreement either indefinitely or within the time set forth for the carrying out of such obligation in
    this Agreement; and
	 	 	 
	 	(ii)	Without
    limiting the circumstances which might constitute a Force Majeure Event, they shall include any relevant circumstance or delay
    arising out of any industrial action, fire, war, terrorist act, explosion, civil commotion, change of government, malicious
    damage, storm, flood, tempest, earthquake, tidal wave or legal enactment;


 




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	 	(m)	Goods
    and Services Tax has the same definition as in the GST Act;


 


	 	(n)	Goodwill
    means the goodwill relevant to the KartKraft Game, including:


 


	 	(i)	The
    Contracts;
	 	 	 
	 	(ii)	The
    Intellectual Property Rights;
	 	 	 
	 	(iii)	The
    benefit of contracts of employment with the Transferring Employees;
	 	 	 
	 	(iv)	The
    right to any web domain address associated with the KartKraft Game,
	 	 	 
	 	(v)	Any
    other unidentifiable intangibles assets associated with the Business; and
	 	 	 
	 	(vi)	The
    exclusive right to operate the KartKraft Game;


 


	 	(o)	GST
    Act means the A New Tax System (Goods and Services Tax) Act 1999 as amended or substituted from time to time and the expression
    extends, to and includes the regulations made thereunder;


 


	 	(p)	Initial
    Amount means USD$750,000;


 


	 	(q)	Insolvency
    Event means, in respect of a person:


 


	 	(i)	an
    administrator being appointed to the person;


 


	 	(ii)	A.	a
    Controller or analogous person being appointed to the person or any of the person’s property;


 


	 	B.	an
    application being made to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in
    bankruptcy or analogous person to the person or any of the person’s property; or
	 	 	 
	 	C.	an
    appointment of the kind referred to in subparagraph (ii) being made (whether or not following a resolution or application);


 


	 	(iii)	the
    person being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;
	 	 	 
	 	(iv)	an
    application being made to a court for an order for its winding up;
	 	 	 
	 	(v)	an
    order being made, or the person passing a resolution, for its winding up;


 




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	 	(vi)	the
    person:


 


	 	A.	suspending
    payment of its debts, ceasing (or threatening to cease) to carry on all or a material part of its business, stating that it
    is unable to pay its debts or being or becoming otherwise insolvent; or


 


	 	B.	being
    unable to pay its debts or otherwise insolvent;


 


	 	(vii)	the
    person taking any step toward entering into a compromise or arrangement with, or assignment for the benefit of, any of its
    members or creditors;
	 	 	 
	 	(viii)	a
    court or other authority enforcing any judgment or order against the person for the payment of money or the recovery of any
    property; or
	 	 	 
	 	(ix)	any
    analogous event under the laws of any applicable jurisdiction,


 


unless
this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation that has been approved by the other
party.


 


	 	(r)	Intellectual
    Property means all rights in relation to all intellectual property throughout the world (whether registered or unregistered),
    including, but not limited to:


 


	 	(i)	Copyright,
    designs, formulas and processes (whether or not registrable);
	 	 	 
	 	(ii)	Rights
    in respect of inventions (whether or not patentable);
	 	 	 
	 	(iii)	Business
    names and trademarks (whether or not registrable);
	 	 	 
	 	(iv)	Domain
    names and websites;
	 	 	 
	 	(v)	Databases;
	 	 	 
	 	(vi)	Confidential
    Information;
	 	 	 
	 	(vii)	Know-How


 


together
with the right to apply for and be granted registration if registration is required or available to reflect or protect those rights;


 


	 	(s)	Intellectual
    Property Rights means all Intellectual Property used in or in connection with the KartKraft Game that is owned
    by the Vendor;


 


	 	(t)	KartKraft
    Assets means all assets necessary to operate the KartKraft Game, including each of the following assets and interests
    of the Vendor:


 


	 	(i)	The
    Plant & Equipment;
	 	 	 
	 	(ii)	The
    Vendor’s Intellectual Property Rights;
	 	 	 
	 	(iii)	The
    Goodwill; and
	 	 	 
	 	(iv)	The
    Contracts;


 




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	 	(u)	KartKraft
    Game means the personal computer video game known as KartKraft developed by the Vendor.
	 	 	 
	 	(v)	Know-How
    means written or unwritten inventions, discoveries, improvements, processes, formulae, recipes, techniques, designs, databases,
    specifications, documents, drawings, technical information, methods, test reports, computations, analysis, procedures, component
    lists, operating techniques, manuals, instructions, correspondence, catalogues, brochures and information, and whether technical,
    economic or commercial in nature;
	 	 	 
	 	(w)	Loss
    includes any loss, damage, liability or obligation, cost or expense however it arises and whether it is present or future,
    fixed or unascertained, actual or contingent.
	 	 	 
	 	(x)	Non-Transferring
    Employee means an Employee who is not a Transferring Employee;
	 	 	 
	 	(y)	Nominated
    Trust Account means:
	 	 	 
	 	 	Account
    Name: [***]
	 	 	 
	 	 	BSB
    Number: [***]
	 	 	 
	 	 	Account
    Number: [***]
	 	 	 
	 	(z)	Nominated
    Trustee means RDC Partners;
	 	 	 
	 	(aa)	Other
    Contributors means Todd Wasson and Jack Morgan;
	 	 	 
	 	(bb)	Permitted
    Encumbrance means:


 


	 	 	(i)	an
    encumbrance (if any) created under this Agreement;
	 	 	 	 
	 	 	(ii)	a
    lien that arises by operation of law in the ordinary course of ordinary day to day business, where the amount secured is not
    overdue or is being diligently contested in good faith and appropriately provisioned;
	 	 	 	 
	 	 	(iii)	any
    retention of title arrangement undertaken in the ordinary course of ordinary day to day business on arm’s length and
    customary terms (or on terms more favourable to the Vendor than customary terms), as long as the obligation it secures is
    discharged when due or is being diligently contested in good faith and appropriately provisioned; or
	 	 	 	 
	 	 	(iv)	an
    encumbrance expressly approved in writing by the Purchaser.


 


	 	(cc)	Plant
    & Equipment means all Plant & Equipment owned by the Vendor and used in connect with the KartKraft Game;
	 	 	 
	 	(dd)	Premises
    means the premises occupied by the Vendor located at 675 Victoria Street, Abbotsford, VIC 3067;


 




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	 	(ee)	Purchase
    Price means the amount calculated under clause 2 (being an amount exclusive of any GST);
	 	 	 
	 	(ff)	Purchaser’s
    Solicitors means Andreyev Lawyers;
	 	 	 
	 	(gg)	Resolved
    Claim
    means any Claim for breach of Warranty, under an indemnity in this Agreement or otherwise in relation to this Agreement, in
    respect of which notice has been given by the Purchaser to the Vendor pursuant to this Agreement before the Final Payment
    Date, and which has been resolved before the Final Payment Date by:


 


	 	 	(i)	the
    Purchaser withdrawing the Claim in writing;
	 	 	 	 
	 	 	(ii)	the
    Vendor and the Purchaser agreeing in writing the amount to be paid in settlement of the Claim; or
	 	 	 	 
	 	 	(iii)	a
    court of competent jurisdiction making a final award of damages, or a determination that no damages are payable, in respect
    of the Claim;


 


	 	(hh)	Settlement
    means the completion of the sale and purchase of the KartKraft Assets pursuant to the terms and conditions of this Agreement;
	 	 	 
	 	(ii)	Settlement
    Date means the date of this Agreement or the other date (if any) agreed to in writing between the parties;
	 	 	 
	 	(jj)	State
    means the State of Victoria in the Commonwealth of Australia;
	 	 	 
	 	(kk)	Transferring
    Employees means the Employees (other than the Non-Transferring Employees) who accept an offer of employment with the Purchaser
    pursuant to clause 6, the intended list of whom are listed in item 1 of Schedule A - Employees;
	 	 	 
	 	(ll)	Unresolved
    Claim means any bona fide Claim for breach of Warranty, under an indemnity in this Agreement or otherwise in relation
    to this Agreement, in respect of which notice has been given by the Purchaser to the Vendor before the Final Payment Date
    pursuant to this Agreement, and which is not a Resolved Claim;
	 	 	 
	 	(mm)	Warranties
    means the representations and warranties set out in Schedule B – Vendor Warranties.


 


-THE
REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK -


 






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EXECUTED
AS AN AGREEMENT dated March 18 2021


 


	EXECUTED
    by BLACK DELTA TRADING PTY LTD (A.C.N. 603 227 587) by its duly
    authorised officers:	 	 	 

        /s/ Zachary Nicholas Griffin 
	 
	 	 	 	Zachary
                                         Nicholas Griffin

        Director

         
	 



 


	 

        
	 	 	

         

        /s/
Tigran Aganesov 
	 
	 	 	 	

        Tigran
        Aganesov

        Director

         
	 


 


	EXECUTED
    by BLACK DELTA IP PTY LTD (A.C.N. 600 510 469) by its duly authorised officers:	 	 	 

        /s/ Zachary Nicholas Griffin
	 
	 

         
	 	 	Zachary
                                         Nicholas Griffin

        Director

         
	 
	 	 	 	 	 
	
	 	 	 

                                                                                        

        /s/
        Tigran Aganesov
	 
	 	 	 	

        Tigran
        Aganesov

        Director

         
	 


 




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	EXECUTED
    by BLACK DELTA HOLDINGS PTY LTD (A.C.N. 600 510 325) by its duly authorised officers:	 	 	 

        /s/
        Zachary Nicholas Griffin
	 
	

        
	 		
        Zachary
        Nicholas Griffin

        Director

         
	
	 	 	 	 	 
	 

         
	 	 	  

        /s/
        Tigran Aganesov
	 
	 	 	 	

        Tigran
        Aganesov

        Director

         

        
	 


 


	EXECUTED
                                         by ZACHARY NICHOLAS GRIFFIN in the presence of:

         

        /s/
        Gautam Rajamani
	 	 	 

                                                                                                 

                                                                                                 

                                                                                                /s/
                                         Zachary Nicholas Griffin
	 
	

        (Signature
        of witness)
	 	 	

        Zachary
        Nicholas Griffin

         
	 
	 

        Gautam
        Rajamani

        

        
	 	 	 	 
	(Name
    of witness)	 	 	 	 


 




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	EXECUTED
                                         by TIGRAN AGANESOV in the presence of:

         

        /s/
        Gautam Rajamani
	 	 	 

         

        

        /s/
        Tigran Aganesov
	 
	

        (Signature
        of witness)
	 	 	

        Tigran
        Aganesov

         
	 
	 

        Gautam
        Rajamani

        

        
	 	 	 	 
	(Name
    of witness)	 	 	 	 


 


	EXECUTED
    by MOTORSPORT GAMES AUSTRALIA PTY LTD (A.C.N. 648 131 471) by its duly authorised officers:	 	 	 

         

         

        /s/
        Zachary Nicholas Griffin
	 
	 

         
	 	 	

        Director/Authorised
        Officer

         
	 
	 	 	 	 	 
	 

         
	 	 	 

         

        /s/
        Amanda LeCheminant
	 
	 	 	 	

        Director/Authorised
        Officer

         
	 


 




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	EXECUTED
    by MOTORSPORT GAMES INC (CIK 0001821175) by its duly authorised officers:	 	 	 

         

        /s/
        Dmitry Kozko
	 
	 

         
	 	 	

        Director/Authorised
        Officer

         
	 
	 	 	 	 	 
	 

         
	 	 	 

        

        
	 
	 	 	 	

        Director/Authorised
        Officer

         
	 


 




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Schedule
A - Employees


 


	1.	Employees


 


Employees
means the following persons employed by the Vendor as at the date of this Agreement:


 


	 	(a)	Zachary
    Nicholas Griffin; and
	 	 	 
	 	(b)	Keir
    Meikle.


 




    	 



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Schedule
B - Vendor Warranties


 


	1.	STATUS
	 	 
	1.1	The
    Vendor is a corporation incorporated and validly existing under the laws of Australia.
	 	 
	1.2	The
    execution and delivery of this Agreement by the Vendor and the performance by the Vendor of its obligations under this Agreement
    have been duly and validly authorised by all necessary action on the part of the Vendor.
	 	 
	1.3	This
    Agreement creates valid and binding obligations of the Vendor enforceable in accordance with their terms.
	 	 
	1.4	The
    execution and delivery of this Agreement by the Vendor does not violate or conflict with any of the provisions of the terms
    of the deed by which any trust is constituted.
	 	 
	1.5	The
    execution and delivery of this Agreement by the Vendor does not violate or conflict with any of the provisions of the Vendor’s
    respective constitutions.
	 	 
	1.6	The
    Vendor is not Insolvent.





 


	2.	ACCURACY
    OF INFORMATION
	 	 
	2.1	To
    the best of the Vendor’s knowledge, all information disclosed in writing by the Vendor and Covenantor to the Purchaser
    and relating to the KartKraft Assets in the course of due diligence enquires and the negotiations leading to the execution
    of this Agreement was, when given, and is now true and accurate in all material respects.





 


	3.	KARTKRAFT
    ASSETS
	 	 
	3.1	The
    Vendor is the legal and beneficial owner of the KartKraft Assets.
	 	 
	3.2	There
    are no Encumbrances over or in respect of the KartKraft Assets.


 


 


	4.	INTELLECTUAL
    PROPERTY RIGHTS
	 	 
	4.1	Except
    as otherwise disclosed to the Purchaser prior to the date of this Agreement, no licence, permission or other right has been
    granted to the Vendor by any third party in respect of any Intellectual Property Rights, (including for the avoidance of doubt
    any Intellectual Property in computer software), that the Vendor is not able to assign to the Purchaser under this Agreement.
    The Vendor will not be in breach of this warranty solely because the assignment of a particular licence, permission or other
    right requires the consent of another party, whether or not that party grants such consent.






 



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	4.2	At
    the date of this Agreement, the Vendor owns or holds a valid licence to use all Intellectual Property as is necessary to operate,
    develop and distribute the KartKraft Game.
	 	 
	4.3	At
    the date of this Agreement, there is no claim by any person alleging that the Know-How has been disclosed to the Vendor in
    circumstances amounting to a breach of confidence.
	 	 
	4.4	Tyler
    Tran does not own or hold any Intellectual Property that is necessary to operate, develop or distribute the KartKraft Game.





 


	5.	COMPLIANCE
    AND LITIGATION
	 	 
	5.1	At
    the date of this Agreement all notices (if any) received by the Vendor in relation to the KartKraft Assets have been complied
    with in full.
	 	 
	5.2	The
    Vendor is not engaged or concerned in any litigation, review, appeal, arbitration, prosecution, alternative dispute resolution
    or other proceedings in respect of the KartKraft Assets.
	 	 
	5.3	The
    Vendor is not subject to any unsatisfied judgment or any order, award or decision handed down in any litigation or arbitration
    proceedings.
	 	 
	5.4	The
    Vendor has not by any act or omission committed any criminal offence relating to any KartKraft Asset.





 


	6.	TRANSFERRING
    EMPLOYEES
	 	 
	6.1	There
    are no special contracts of service or employment between the Vendor and any Transferring Employee, other than those which
    either:
	 	 
	(a)	Have
    been disclosed to the Purchaser; or
	 	 
	(b)	Can
    be validly terminated by the Vendor on or before Settlement.
	 	 
	6.2	The
    Transferring Employees have been fully paid and do not have any claim for current or outstanding wages, salaries, leave (including
    holiday pay, sick pay, long service leave), pension entitlements, superannuation or workers compensation other than those
    disclosed to the Purchaser.
	 	 
	6.3	The
    Vendor has made all payments in respect of superannuation required under any award and as required under any legislation,
    in respect of each of the Transferring Employees.





 


	7.	PERMISSIONS



 


	7.1	The
    Vendor holds all necessary permissions (including but not limited to licences and permits) required to operate, develop and
    distribute the KartKraft Game as at the date immediately prior to Settlement (the Permissions).
	 	 
	7.2	The
    Vendor has disclosed the nature and all material terms of the Permissions to the Purchaser.
	 	 
	7.3	As
    at the date immediately prior to Settlement, the Permissions are valid in full force and effect in all material respects and
    are in good standing and all fees due in respect thereof have been paid.
	 	 
	7.4	As
    at the date immediately prior to Settlement, all fees duties and taxes due and payable by reason of the use or purported use
    of the Permissions have been paid.
	 	 
	7.5	At
    the date of this agreement, no notice of breach or termination of any Permission has been given or has been or is threatened.


 


END
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Schedule
C - Technical Handover


 


Procedures
for technical & operational handover


 


	1.	Within
    the first week of Settlement, all items listed in clause 3 of this Schedule should have been transferred to the relevant Purchaser.
    This transfer occurs as specified by each Purchaser, but mainly by:


 


	 	1.1.	Granting
    administrative access to the accounts, services or location where the relevant files could be stored; and
	 	 	 
	 	1.2.	Following
    direction by each Purchaser department as to where to transfer each specific item, some of which could be identified after
    Settlement.


 


	2.	The
    following is the breakdown of the proper Purchaser departments and the people who should be provided with access and be communicated
    with in regards this process:


 


	 	2.1.	Development
    & IT:


 


	 	 	(a)	Stephen
    Hood at sh@motorsportgames.com
	 	 	 	 
	 	 	(b)	Paul
    Coleman at Paul.coleman@motorsportgames.com
	 	 	 	 
	 	 	(c)	Wendy
    Jones at wendy.jones@motorsportgames.com


 


	 	2.2.	Publishing:


 


	 	 	(a)	George
    Holmquist at george.holmquist@motorsportgames.com
	 	 	 	 
	 	 	(b)	Christopher
    Shanley at christopher.shanley@motorsportgames.com
	 	 	 	 
	 	 	(c)	Jon
    Tibble at jon.tibble@motorsportgames.com


 


	 	2.3.	Finance:


 


	 	 	(a)	Jon
    New at jon.new@motorsportgames.com
	 	 	 	 
	 	 	(b)	Michelle
    Dillon at michelle.dillon@motorsportgames.com


 


	 	2.4.	Overall:


 


	 	 	(a)	Amanda
    Lecheminant at Amanda.lecheminant@motorsportgames.com
	 	 	 	 
	 	 	(b)	Gustavo
    A Roche at gustavo.roche@motorsportgames.com


 


	3.	Items
    for delivery:


 


	 	3.1.	Current
    version of source code and all project files
	 	 	 
	 	3.2.	Source
    Control files (for history purposes)
	 	 	 
	 	3.3.	Any
    3rd party library dependencies


 




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	 	3.4.	Source
    art assets
	 	 	 
	 	3.5.	Art
    Pipeline
	 	 	 
	 	3.6.	Audio
    source files
	 	 	 
	 	3.7.	Tools
    or conversion utilities
	 	 	 
	 	3.8.	Game
    Editors for track creation
	 	 	 
	 	3.9.	Editors
    for Kart creation and engine creation
	 	 	 
	 	3.10.	Source
    codes licenses
	 	 	 
	 	3.11.	3rd
    party licenses
	 	 	 
	 	3.12.	Documentation
    of game systems
	 	 	 
	 	3.13.	Kart
    creation documentation
	 	 	 
	 	3.14.	Built
    Steps
	 	 	 
	 	3.15.	Build
    tools including daily build processes
	 	 	 
	 	3.16.	Architecture
    documentation
	 	 	 
	 	3.17.	Multiplayer
    server code
	 	 	 
	 	3.18.	Multiplayer
    documentation including deployment process
	 	 	 
	 	3.19.	Multiplayer
    databases
	 	 	 
	 	3.20.	Database
    Schemas
	 	 	 
	 	3.21.	Accounts
    and proper department access at Motorsport Games:


 


	 	 	(a)	Server
    Administration accounts (IT/Dev)
	 	 	 	 
	 	 	(b)	Server
    access and error logs (IT/Dev)
	 	 	 	 
	 	 	(c)	Server
    billing accounts (IT/Dev & Finance)
	 	 	 	 
	 	 	(d)	Server
    port rules (IT/Dev, Publishing)
	 	 	 	 
	 	 	(e)	Steam
    Administration accounts (IT/Dev, Publishing & Finance)
	 	 	 	 
	 	 	(f)	Steam
    Billing accounts (IT/Dev, Publishing & Finance)
	 	 	 	 
	 	 	(g)	IMGN
    Administration accounts (IT/Dev, Publishing & Finance)
	 	 	 	 
	 	 	(h)	IMGN
    Billing accounts (IT/Dev, Publishing & Finance)
	 	 	 	 
	 	 	(i)	Facebook
    Account (Publishing)
	 	 	 	 
	 	 	(j)	Twitter
    Account (Publishing)


 




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	 	 	(k)	Instagram
    account (Publishing)
	 	 	 	 
	 	 	(l)	TikTok,
    if (Publishing)
	 	 	 	 
	 	 	(m)	CMS
    for KartKraft.com (Publishing & IT/Dev)
	 	 	 	 
	 	 	(n)	ActivTrak
	 	 	 	 
	 	 	(o)	Google
    Cloud
	 	 	 	 
	 	 	(p)	Vultr
	 	 	 	 
	 	 	(q)	Heroku
	 	 	 	 
	 	 	(r)	Mlab
	 	 	 	 
	 	 	(s)	MongoDB
	 	 	 	 
	 	 	(t)	Microsoft
	 	 	 	 
	 	 	(u)	Google
    Suite
	 	 	 	 
	 	 	(v)	Team
    City
	 	 	 	 
	 	 	(w)	Team
    City
	 	 	 	 
	 	 	(x)	3d
    Studio Max
	 	 	 	 
	 	 	(y)	Substance
    Editor
	 	 	 	 
	 	 	(z)	Adobe
    Suite
	 	 	 	 
	 	 	(aa)	DreamHost
	 	 	 	 
	 	 	(bb)	Visual
    Studio
	 	 	 	 
	 	 	(cc)	Envato
	 	 	 	 
	 	 	(dd)	GoDaddy
	 	 	 	 
	 	 	(ee)	Amazon
    Gamesparks
	 	 	 	 
	 	 	(ff)	Just
    Call
	 	 	 	 
	 	 	(gg)	Patreon
	 	 	 	 
	 	 	(hh)	GitHub
	 	 	 	 
	 	 	(ii)	DropBox
	 	 	 	 
	 	 	(jj)	MailChimp
	 	 	 	 
	 	 	(kk)	Telstra
	 	 	 	 
	 	 	(ll)	Slack
	 	 	 	 
	 	 	(mm)	Discord
	 	 	 	 




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Schedule
D - Restraint Of Trade





 


	1.	REASON
    FOR THE COMMERCIAL RESTRAINT
	 	 
	1.1	The
    parties have agreed to the terms set out in this Schedule to:


 


	 	(a)	Protect
    the interest of the Purchaser in respect of the KartKraft Game and the KartKraft Assets;
	 	 	 
	 	(b)	Assist
    the Purchaser in deriving the full benefit from the acquisition of the KartKraft Assets; and
	 	 	 
	 	(c)	Assist
    the Purchaser in developing the KartKraft Game.


 


	1.2	The
    parties enter into this Schedule in contemplation of the Purchaser purchasing the KartKraft Assets from the Vendor.





 


	2.	THE
    COMMERCIAL RESTRAINT
	 	 
	2.1	Each
    of the Covenantors hereby jointly and severally covenant with the Purchaser that they will not, either Directly or Indirectly,
    carry out or be party to any of the Restrained Activities for each of the Prescribed Periods and in each of the Prescribed
    Areas.
	 	 
	2.2	For
    the purposes of clause 2.1 of this Schedule, each of the following is a Restrained Activity:


 


	 	(a)	Carry
    on, be engaged in, be concerned with, or otherwise engage in any business which is competitive with the activities as carried
    on by the Purchaser in respect of the KartKraft Game;
	 	 	 
	 	(b)	Attempt
    to interfere with the relationship between the Purchaser and any person who was a client, customer or supplier in relation
    to the KartKraft Game at any time prior to Settlement;
	 	 	 
	 	(c)	Attempt,
    or be in any way involved with, the development of computer game bearing similarity to the KartKraft Game; and
	 	 	 
	 	(d)	Carry
    on, be engaged with, or otherwise engage in any business that develops or seeks to commercialise or otherwise exploit a video
    game in the motor sports genre,


 


provided
that these restraints will not preclude the Covenantors from providing services to, or being employed by, the Purchaser.


 


	2.3	For
    the purposes of clause 2.1 of this Schedule, the period from the date of this Agreement until each of the following is a Prescribed
    Period:


 


	 	(a)	Three
    Years from Settlement;
	 	 	 
	 	(b)	Two
    Years from Settlement; and
	 	 	 
	 	(c)	One
    Year from Settlement.


 




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	2.4	For
    the purposes of clause 2.1 of this Schedule, each of the following is a Prescribed Area:


 


	 	(a)	The
    world; and
	 	 	 
	 	(b)	Any
    market in which the Vendor has operated or sold the KartKraft Game during the period commencing two years prior to
    Settlement.


 


	2.5	Each
    of the undertakings in this Schedule is a separate undertaking by each Covenantor in relation to itself and its interests
    and is enforceable by the Purchaser separately and independently of its right to enforce any one or more of the other covenants
    contained in this Schedule.
	 	 
	2.6	For
    the purpose this Schedule, the phrase Directly or Indirectly incorporates any act or omission done directly or indirectly
    by a person on their own account or in conjunction with or on behalf of any other person or persons, (whether as proprietor,
    principal, director, shareholder, manager, employee, contractor, consultant, adviser, agent or in any other capacity), and
    on any account or pretext, by any means whatsoever.





 


	3.	REASONABLENESS
    AND INDEPENDENT ADVICE
	 	 
	 	Each
    Covenantor, having obtained or had the reasonable opportunity to obtain independent legal and professional advice, acknowledges
    and agrees that:
	 	 	 
	 	(a)	The
    restrictive covenants contained in this Schedule are reasonable and necessary for the protection of the goodwill, customer
    connection and legitimate business interests of the Purchaser;
	 	 	 
	 	(b)	The
    undertakings contained in this Schedule are no more extensive than is reasonable to protect genuine commercial interests of
    the Purchaser;
	 	 	 
	 	(c)	In
    so far as each of the restraints relates to any activity, commodity, capacity, person, area or place is separate, distinct
    and severable from any other activity, commodity, capacity, person, area or place; and
	 	 	 
	 	(d)	The
    invalidity of a restraint in respect of any one or more of such particulars shall not affect its validity in respect of any
    of the others.





 


	4.	SEPARATE
    UNDERTAKINGS
	 	 
	4.1	For
    the avoidance of doubt, the parties agree that the restraints in clause 2 of this Schedule shall have effect as if it were
    a number of separate covenants, consisting of:
	 	 	 
	 	(a)	Each
    separate activity set out in clause 2.2 of this Schedule;
	 	 	 
	 	(b)	Combined
    with each separate period of time set out in clause 2.3 of this Schedule; and
	 	 	 
	 	(c)	With
    each such separate combination of the above combined with each separate area set out in clause 2.4 of this Schedule,


 


each
being a separate Restraint Obligation under clause 2 of this Schedule.


 




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	4.2	Each
    of the Restraint Obligations imposed on a Covenantor is a separate and independent obligation from the other Restraint Obligations
    imposed, but they may be cumulative in effect.
	 	 
	4.3	Each
    of the Restraint Obligations imposed on a Covenantor is a separate and independent obligation from the other Restraint Obligations
    imposed, and shall be enforceable by any other person or persons separately and independently of their right to enforce any
    one or more of the several Restraint Obligations.
	 	 
	4.4	If
    any part of a Restraint Obligation is, or is found to be unenforceable for any reason, then such invalid or unenforceable
    part may be severed without affecting the validity or enforceability of the remaining part of that Restraint Obligation, or
    any of the other Restraint Obligations.
	 	 
	4.5	In
    the event that any of the several separate covenants identified in clause 2 of this Schedule are found to be void, but would
    be valid if some part were deleted, then such undertaking shall apply with such modification as may be necessary to make it
    valid and effective.





 


	5.	EXCLUSIONS
	 	 
	 	Nothing
    in this Schedule prevents a Covenantor (or any of its associates) from holding less than 10 per cent of the issued shares
    or units of a body corporate or a unit trust listed on an official stock exchange.





 


	6.	VALUE
    OF THE KARTKRAFT ASSETS AND INJUNCTIVE RELIEF
	 	 
	6.1	Value
    of KartKraft Assets
	 	 
	 	Each
    Covenantor agrees and acknowledges that a failure to comply with the terms of this Schedule may reduce the value of the KartKraft
    Assets and the undertakings in this Schedule are reasonable and necessary to protect the legitimate commercial interests of
    the Purchaser.
	 	 
	6.2	Injunctive
    relief
	 	 
	 	Each
    Covenantor acknowledges that:
	 	 
	 	(a)	Monetary
    damages alone may not be adequate compensation for the Purchaser for a breach the terms of this Schedule; and
	 	 	 
	 	(b)	The
    Purchaser is entitled to seek an injunction from a court of competent jurisdiction if:
	 	 	 	 
	 	 	(i)	a
    Covenantor breaches any provision of this Schedule, or threatens to do so; or
	 	 	 	 
	 	 	(ii)	the
    Purchaser has reason to believe a Covenantor is about to breach any provision of this Schedule.


 


END
OF SCHEDULE


 




    	Page 3