Exhibit
10.1


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This
Amendment (this “Amendment”), dated June 18, 2021, between Motorsport Games Inc. (“Employer”) and Dmitry Kozko
(“Executive”), amends the existing Employment Agreement, made and entered into, effective as of January 1, 2020 (the “Employment
Agreement”), between Employer and Executive. Capitalized terms used in this Amendment that are not defined herein shall have the
definition for such capitalized terms set forth in the Employment Agreement.


 


WHEREAS,
paragraph (a) of Section 5.3 of the Employment Agreement contains provisions that, among other things, provide for a stock option grant
award to Executive equal to 2% of the outstanding shares of Class A Common Stock of Employer at the time of an IPO of Employer that establishes
an initial market value of Employer of at a least $100 million (based on the IPO per share price); and


 


WHEREAS,
paragraph (b) of Section 5.3 of the Employment Agreement contains provisions that, among other things, provide for additional stock option
awards to Executive over time following the IPO for each $50 million increase in the market value of Employer from an assumed initial
market value at the time of the IPO of $100 million up to a market value of $1 billion, based on the average closing trading price for
the shares of Class A Common Stock of Employer for any 60 consecutive calendar days; and


 


WHEREAS,
paragraphs (a) and (b) of Section 5.3 of the Employment Agreement were intended by the parties to the Employment Agreement to incentivize
Executive by providing stock option awards to Executive for his important and valuable contribution to (i) a successful IPO of Employer
that established an initial market value of Employer of at least $100 million (based on the IPO per share price) and (ii) subsequent
$50 million increases from time to time in such market value from $100 million; and


 


WHEREAS,
on January 13, 2021, Employer consummated an IPO at an IPO price of $20.00 per share of Class A Common Stock, which established an initial
market value of Employer of $215.6 million (based on the IPO price), which initial market value was more than double the $100 million
IPO market value of Employer upon which the stock option award provisions set forth in paragraphs (a) and (b) of Section 5.3 of the Employment
Agreement were based; and


 


WHEREAS,
on January 13, 2021, Employer granted to Executive a stock option award in accordance with the provisions of paragraph (a) of Section
5.3 of the Employment Agreement covering 203,333 shares of Class A Common Stock of Employer, which was equal to 2% of the outstanding
shares of Class A Common Stock of Employer at the time of the IPO of Employer; and


 


WHEREAS,
Employer and Executive wish to clarify the proper interpretation of the stock option award provisions set forth in paragraphs (a) and
(b) of Section 5.3 of the Employment Agreement based on the intent of Employer and Executive at the time of execution and delivery of
the Employment Agreement and to make appropriate changes to such provisions to reflect such intent; and


 




    	 



     


    

 


WHEREAS,
Section 13.5 of the Employment Agreement permits the Employment Agreement to be amended by amendment in writing signed by each party
to the Employment Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, Employer and Executive agree to amend the Employment Agreement
as follows:


 


	 	1.	In
    recognition of Executive’s significant contribution to the successful consummation of the January 13, 2021 IPO of Employer
    that established an initial market value of Employer of $215.6 million (based on the IPO per share price), Employer shall grant Executive
    an additional stock option award covering an additional 150,000 shares of Class A Common Stock of Employer (representing 1.29% of
    the outstanding shares of Class A Common Stock of the Employer on the date of this Amendment). Such option shall be awarded under
    the Motorsport Games Inc. 2021 Equity Incentive Plan as of the close of business on June 18, 2021, shall vest in three equal instalments
    over a three-year period in accordance with the provisions of paragraph (c) of Section 5.3 of the Employment Agreement and shall
    expire on June 18, 2031. The per share exercise price for the option shall be equal to the higher of (i) the IPO price for the Class
    A Common Stock of Employer of $20.00 per share or (ii) the per share closing price for shares of Class A Common Stock of Employer
    on June 18, 2021.
	 	 	 
	 	2.	The
    chart in paragraph (b) of Section 5.3 of the Employment Agreement is hereby amended to delete (i) the Employer’s Market Cap
    Targets of $150,000,000 and $200,000,000, and (ii) the related stock option awards associated with such Employer’s Market Cap
    Targets. All other Employer’s Market Cap Targets in such chart and the related stock option awards associated with such Employer’s
    Market Cap Targets in paragraph (b) of Section 5.3 of the Employment Agreement remain unchanged and in full force and effect.
	 	 	 
	 	3.	Except
    as specifically amended by this Amendment, all other provisions of the Employment Agreement remain unchanged and in full force and
    effect.
	 	 	 
	 	4.	This
    Amendment and the rights and obligations of the parties hereto shall be construed in accordance with and governed by the internal
    laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida
    or any other jurisdiction).
	 	 	 
	 	5.	This
    Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all
    such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment
    in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original
    counterpart of this Amendment.


 






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ACCEPTED
AND AGREED BY THE PARTIES ON THE DATE SET FORTH ABOVE.


 


	MOTORSPORT
    GAMES, INC.	 	 
	 	 	 	 
	By
    	/s/
    Jonathan New	 	/s/
    Dmitry Kozko
	 	 	 	DMITRY
    KOZKO
	Name:
	Jonathan
    New	 	 
	 	 	 	 
	Its:
	Chief
    Financial Officer	 	 


 




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