Exhibit
10.1


 


PURCHASE
AGREEMENT


 


PURCHASE
AGREEMENT (the “Agreement”), dated as of December 9, 2022, by and between MOTORSPORT GAMES INC., a Delaware corporation
(the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”).


 


RECITALS


 


WHEREAS,
Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes
to buy from the Company, up to $2,000,000 in registered shares of the Company’s Class A Common Stock, $0.0001 par value per share
(the “Common Stock”). The shares of Common Stock to be acquired hereunder are referred to herein as the “Securities.”


 


NOW
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


ARTICLE
I

CERTAIN DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Additional
Commitment Shares” shall have the meaning specified in Section 6.4.


 


“Additional
Investment Amount” shall have the meaning specified in Section 2.1(c).


 


“Affiliate”
shall mean, with respect to a Party, any individual, a corporation or any other legal entity, directly or indirectly, controlling, controlled
by or under common control with such Party. For purpose of this definition, the term “control,” as used with respect
to any corporation or other entity, means (a) direct or indirect ownership of fifty percent (50%) or more of the securities or other
ownership interests representing the equity voting stock or general partnership or membership interest of such corporation or other entity
or (b) the power to direct or cause the direction of the management or policies of such corporation or other entity, whether through
the ownership of voting securities, by contract or otherwise.


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Average
Daily Trading Volume” shall mean the median daily trading volume of the Company’s Common Stock over the most recent five
(5) Business Days prior to the respective Purchase Notice Date, as reported by Bloomberg.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Base
Registration Statement” shall have the meaning specified in Section 4.14.


 






    	 



     


    

 


“Beneficial
Ownership Limitation” shall have the meaning specified in Section 7.2(g).


 


“Bloomberg”
means Bloomberg, L.P.


 


“Business
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent costs with respect to the deposit of the Purchase Notice
Shares.


 


“Closing”
shall mean any one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.


 


“Closing
Date” shall mean the date a Closing occurs.


 


“Commitment
Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) December 31, 2023, or (ii)
the date on which the Investor shall have purchased Purchase Notice Shares pursuant to this Agreement for an aggregate purchase price
of the Investment Amount.


 


“Commitment
Shares” means the shares of the Company’s Common Stock to be issued by the Company to the Investor pursuant to Section
6.4.


 


“Common
Stock” shall mean the Company’s Class A common stock, $0.0001 par value per share.


 


“Common
Stock Equivalents” means any securities of the Company entitling the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.


 


“Current
Report” has the meaning set forth in Section 6.2.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 






    	 



     


    

 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Purchase Notice
Shares and Commitment Shares are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Purchase Notice Shares and Commitment Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.2(h).


 


“Execution
Date” shall mean the date of the last signature of this Agreement.


 


“Initial
Commitment Shares” shall have the meaning set forth in Section 6.4.


 


“Investment
Amount shall initially mean $2,000,000, subject to increase as set forth in Section 2.1(c).


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right, or other restriction.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company that is
material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform its obligations under any Transaction Document.


 


“Party”
shall mean a party to this Agreement.


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX, OTCQB,
OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading
platform or market for the Common Stock.


 






    	 



     


    

 


“Purchase
Notice Amount” shall mean the Purchase Notice Shares referenced in the Purchase Notice multiplied by the applicable purchase
price (Purchase Price I or Purchase Price II) in accordance with Section 2.1.


 


“Purchase
Notice” shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to the Investor setting
forth the Purchase Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.


 


“Purchase
Notice Date” shall have the meaning specified in Section 2.2(a).


 


“Purchase
Notice Limitation” shall mean either Purchase Notice Limitation Option I for a Purchase Notice electing Purchase Price I or
Purchase Notice Limitation Option II for a Purchase Notice electing Purchase Price II.


 


“Purchase
Notice Limitation Option I” shall mean the lesser of (i) $500,000 or (ii) 100% of the Average Daily Trading Volume.


 


“Purchase
Notice Limitation Option II” shall mean the lessor of (i) $1,000,000 or (ii) the greater of (a) 300% of the Average Daily Trading
Volume or (b) $300,000.


 


“Purchase
Notice Shares” shall mean all shares of Common Stock that the Company shall be entitled to issue as set forth in all Purchase
Notices in accordance with the terms and conditions of this Agreement.


 


“Purchase
Price” means either Purchase Price I or Purchase Price II, as elected by the Company on each Purchase Notice.


 


“Purchase
Price I” shall mean the lesser of (i) the VWAP of the Common Stock for the five Business Days prior to a Purchase Notice Date
multiplied by 90% or (ii) the VWAP of the Common Stock for the Business Day immediately prior to a Purchase Notice Date multiplied by
90%. Any exercise by the Company at Purchase Price I will be subject to the Purchase Notice Limitation Option I.


 


“Purchase
Price II” shall mean the lowest daily VWAP of the Common Stock for the four (4) Business Days after a Purchase Notice Date
multiplied by 96%. Any exercise by the Company at Purchase Price II will be subject to the Purchase Notice Limitation Option II.


 


“Registration
Statement” shall have the meaning specified in Section 6.3.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
mean the Purchase Notice Shares and the Commitment Shares to be issued to the Investor pursuant to the terms of this Agreement.


 






    	 



     


    

 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under
the Securities Act.


 


“Transaction
Documents” shall mean this Agreement and all exhibits hereto.


 


“Transfer
Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.


 


“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its “VWAP” function (set to 9:30 start time and 16:00 end time) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of
such security on such date shall be the fair market value as mutually determined by the Company and the Investor. If the Company and
the Investor are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with
the procedures in Section 10.15. All such determinations shall be appropriately adjusted for any share dividend, share split, share combination,
recapitalization, or other similar transaction during such period.


 


ARTICLE
II

PURCHASE AND SALE OF COMMON STOCK


 


Section
2.1 PURCHASE NOTICES.


 


(a)
Purchase NoticeS. Subject to the conditions set forth herein, at any time during
the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number
of Purchase Notice Shares set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b), provided that the
amount of Purchase Notice Shares shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial
Ownership Limitation set forth in Section 7.2(g). At its option, on the Business Day prior to a Purchase Notice Date, the
Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the
Company, the number of shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, as
determined in accordance with Section 13 of the Exchange Act , solely for the purpose of determining the amount of Purchase Notice
Shares that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of
an active Purchase Notice, except if waived by the Investor in writing.


 






    	 



     


    

 


(b) PURCHASE
PRICE ELECTION. For each Purchase Notice the Company shall have the right to select either Purchase Price I or Purchase Price II
at which to sell the Purchase Notice Shares subject to such Purchase Notice.


 


(c) OPTION
TO INCREASE INVESTMENT AMOUNT. At any time before the end of the Commitment Period, the Company shall have the right, but not the
obligation, to increase the Investment Amount to an amount not to exceed $10,000,000 in the aggregate by providing written notice of
the Company’s election to increase the Investment Amount, which shall include the amount of the increase (an “Additional
Investment Amount”) and the revised aggregate Investment Amount, to the Investor by email at its email address set forth in
Section 10.16. Such increase in Investment Amount shall become effective upon the Company’s issuance and delivery to Investor of
Additional Commitment Shares pursuant to Section 6.4.


 


Section
2.2 MECHANICS.


 


(a) PURCHASE
NOTICE. In accordance with Section 2.1 and subject to the satisfaction of the conditions set forth in Section 7.2, the Company shall
deliver the Purchase Notice Shares to the Investor pursuant to Section 2.2(b) alongside the delivery of each Purchase Notice by email
at the Investor’s email address set forth in Section 10.16. A Purchase Notice shall be deemed delivered on (i) the Business Day
that both the Purchase Notice Shares are received and the Purchase Notice has been received by email by the Investor if both conditions
are met on or prior to 8:00 a.m. New York time or (ii) the next Business Day if the conditions are met after 8:00 a.m. New York time
on a Business Day or at any time on a day which is not a Business Day (the “Purchase Notice Date”).


 


(b) DELIVERY
OF PURCHASE NOTICE SHARES. No later than 8:00 a.m. New York time on the Purchase Notice Date, the Company shall deliver the Purchase
Notice Shares either (i) as DWAC Shares to the Investor, (ii) to Investor’s account with the Company’s Transfer Agent through
the Direct Registration System (“DRS”), or (iii) a book-entry statement evidencing that the Purchase Notice Shares
have been issued to the Investor in book-entry form. If the Purchase Notice Shares related to the applicable Purchase Notice are delivered
after 8:00 a.m. New York time on the Purchase Notice Date, then the Purchase Notice Date shall be deemed to be the next Business Day.
If the Purchase Notice Shares related to the applicable Purchase Notice are delivered on or prior to 8:00 a.m. New York time on any date
that is after the Purchase Notice Date, then the Purchase Notice Date shall be deemed to be the Business Day the Purchase Notice Shares
are delivered. If the Purchase Notice Shares related to the applicable Purchase Notice are delivered after 8:00 a.m. New York time on
any date that is after the Purchase Notice Date, then the Purchase Notice Date shall be deemed to be the Business Day immediately following
the date the Purchase Notice Shares are delivered. For the avoidance of doubt, any delay in the delivery to the Investor of the Purchase
Notice Shares shall not be deemed a default or breach.


 






    	 



     


    

 


(c) CLOSING – PURCHASE PRICE I. The Closing of a Purchase Notice where Purchase Price I is selected shall occur no later than three Business
Days after a Purchase Notice Date. No later than 5:00 p.m. New York time on the applicable Closing Date, the Investor shall deliver to
the Company the applicable Purchase Price for the Purchase Notice Shares by wire transfer of immediately available funds to an account
designated by the Company.


 


(d) The
Closing of a Purchase Notice where Purchase Price II is selected shall occur no later than five Business Days after a Purchase Notice
Date. No later than 5:00 p.m. New York time on the applicable Closing Date, the Investor shall deliver to the Company the applicable
Purchase Price for the Purchase Notice Shares by wire transfer of immediately available funds to an account designated by the Company.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants the following to the Company:


 


Section
3.1 INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement
(whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or
any applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the
Securities at any time in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and
the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely
on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for
legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws
of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the
Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an
investment in Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree
of risk.


 


Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the
Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the
Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by
all necessary action and no further consent or authorization of the Investor is required. The Transaction Documents to which it is a
party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will
constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by other equitable principles of general application.


 






    	 



     


    

 


Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule
405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing, and in good standing under the laws
of the State of Delaware with full right and limited partnership or similar power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents.


 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents and the consummation of the transactions
contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or
agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or
constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval
of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation
to which the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf
of the Company and has had access to all publicly available information with respect to the Company. The Investor understands that
its investment in the Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in
the Securities including a total loss. The Investor has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to its acquisition of the Securities. The Investor understands that no United
States federal or state agency or any other government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.


 


Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising.


 


Section
3.10 EFFECTIVE REGISTRATION STATEMENT. The Purchase Notice Shares and the Commitment Shares are being offered pursuant to the
Base Registration Statement, the Prospectus and the Prospectus Supplement (all as defined herein), and Investor is solely relying on
the Registration Statement, the Prospectus, the Prospectus Supplement, and the SEC Documents, in determining whether to acquire the
Securities.


 


Section
3.11 NO PRIOR SHORT SELLING. At no time prior to the date of this Agreement has any of the Investor, its agents,
representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short
sale” (as such term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging
transaction which establishes a net short position with respect to the Common Stock or any other Company’s
securities.


 






    	 



     


    

 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except
as set forth in the SEC Documents, the Company represents and warrants the following to the Investor, as of the Execution Date:


 


Section
4.1 ORGANIZATION OF THE COMPANY. The Company is an entity duly incorporated or otherwise organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own
and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of
any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified
to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case
may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any
such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
The Company has Subsidiaries as disclosed in the SEC Documents.


 


Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under
the Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of
the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section
4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, par value of $0.0001 per share, of which 1,167,355 shares Stock are issued and outstanding, 7,000,000 shares of Class
B Common Stock, par value of $0.0001 per share, of which 700,000 shares are issued and outstanding, and 1,000,000 shares of
Preferred Stock, par value of $0.0001 per share, of which no shares are issued and outstanding. The Company has not issued any
capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee
stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the
Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding
as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as set forth in the SEC Documents and this Agreement, there are no outstanding options, warrants, scrip rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or
contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of
Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of
Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is
a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 






    	 



     


    

 


Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such
registration. Except as disclosed in the SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received
notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. Except as disclosed in the SEC Documents, the Company is and has
no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.


 


Section
4.5 SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) thereof, for the one
(1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the
Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such
financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis
during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in
the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or
counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the
Company.


 






    	 



     


    

 


Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided for in the Transaction Documents.


 


Section
4.7 NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase Notice
Shares and Commitment Shares, do not and will not: (a) result in a violation of the Company’s certificate or articles of
incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an
event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any
of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar
agreement to which the Company is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property
or asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company
otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not being
conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either
singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or
local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court
or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents (other
than (i) any SEC or state securities filings that may be required to be made by the Company in connection with the execution of this
Agreement or the issuance of Securities pursuant hereto, or (ii) the filing of a Listing of Additional Shares Notification Form with
the Principal Market); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying
upon the accuracy of the relevant representations and agreements of Investor herein.


 


Section
4.8 NO MATERIAL ADVERSE EFFECT. No event has occurred that would have a Material Adverse Effect on the Company that has not
been disclosed in subsequent SEC Documents.


 






    	 



     


    

 


Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents, there are no material actions, suits,
investigations, SEC inquiries, FINRA inquiries, NASDAQ inquiries, or similar proceedings (however any governmental agency may name
them) pending or, to the actual knowledge of the Company, threatened against or affecting the Company or its properties, nor has the
Company received any written or oral notice of any such action, suit, proceeding, SEC inquiry, FINRA inquiry, NASDAQ inquiry or
investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award against the
Company has been issued by or, to the actual knowledge of the Company, requested of any court, arbitrator or governmental agency
which would have a Material Adverse Effect. There has not been, and to the actual knowledge of the Company, there is no pending
investigation by the SEC involving the Company or any current officer or director of the Company.


 


Section
4.10 ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SECURITIES. Based solely on the Investor’s representation
and warranties, the Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser
with respect to this Agreement and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director
of the Company, or (ii) an “affiliate” (as defined in Rule 144) of the Company. The Company further acknowledges that the
Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents in
connection with the Agreement and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase
of the Purchase Notice Shares. The Company further represents to the Investor that the Company’s decision to enter into this Agreement
has been based solely on the independent evaluation by the Company and its representatives.


 


Section
4.11 NO GENERAL SOLICITATION. Neither the Company, nor any Person acting on its behalf, has engaged in any form of
general solicitation or general advertising (within the meaning of Regulation D under the Securities act) in connection with the
offer or sale of the Securities.


 


Section
4.12 NO INTEGRATED OFFERING. None of the Company, its Affiliates, and any Person acting on their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would
cause this offering of the Securities to be integrated with prior offerings for purposes of any applicable stockholder approval
provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which
any of the securities of the Company are listed or designated, but excluding stockholder consents required to authorize and issue
the Securities or waive any anti-dilution provisions in connection therewith.


 


Section
4.13 PLACEMENT AGENT; OTHER COVERED PERSONS. The Company has not engaged any Person to act as a placement agent, underwriter,
broker, dealer, or finder in connection with the sale of the Securities hereunder. The Company is not aware of any Person that has
been or will be paid (directly or indirectly) remuneration for solicitation of the Investor in connection with the sale of any
Securities.


 






    	 



     


    

 


Section
4.14 REGISTRATION STATEMENT. The Company has prepared and filed a Registration Statement on Form S-3 with the SEC in
accordance with the provisions of the Securities Act, which was declared effective by order of the SEC on February 10, 2022 (File
No. 333-262462) (the “Base Registration Statement”). The Base Registration Statement is effective under the
Securities Act and the Company has not received any written notice that the SEC has issued or intends to issue a stop order or other
similar order with respect to the Base Registration Statement or the prospectus contained therein (the
“Prospectus”), or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of the Base
Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus or any prospectus supplement
thereto, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of
Distribution” section of the Prospectus permits the issuance of the Securities hereunder. The SEC has not notified the Company
of any objection to the use of the form of the Base Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The
Company was, at the time of the filing of the Base Registration Statement, eligible to use Form S-3. As of the Execution Date, the
Company is currently eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to
153,601 shares of Common Stock, as set forth in General Instruction I.B.6 of Form S-3. All corporate action required to be taken for
the authorization, issuance and sale of the Securities has been duly and validly taken. The Securities conform in all material
respects to all statements with respect thereto contained in the Base Registration Statement, the Prospectus, and the Prospectus
Supplement (as defined below).


 


ARTICLE
V

COVENANTS OF INVESTOR


 


Section
5.1 SHORT SALES AND CONFIDENTIALITY. During the period from the Execution Date to the end of the Commitment Period, neither
the Investor, nor any Affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute (i) any
“short sale” (as such term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Common Stock or
(ii) hedging transaction which establishes a net short position with respect to the Common Stock or any other Company’s
securities. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such
number of shares of Common Stock reasonably expected to be purchased under the Purchase Notice shall not be deemed a short sale. The
Investor shall, until such time as the transactions contemplated by the Transaction Documents are publicly disclosed by the Company
in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence and terms of this
transaction and the information included in the Transaction Documents.


 


Section
5.2 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common
Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of
the Principal Market.


 


ARTICLE
VI

COVENANTS OF THE COMPANY


 


Section
6.1 LISTING OF COMMON STOCK. The Company shall use its commercially reasonable efforts to continue the listing or quotation
and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets, if
required) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules
of the Principal Market.


 






    	 



     


    

 


Section
6.2 FILING OF CURRENT REPORT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction
Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the execution of the transactions
contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”).
The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two
(2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor
shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business
Day from the date the Investor receives it from the Company.


 


Section
6.3 FILING OF REGISTRATION STATEMENT. The Company shall file with the SEC, within two (2) Business Days from the Execution
Date, a prospectus supplement covering the offering and sale of the Securities (the “Prospectus Supplement”). The Prospectus
Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing
required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance
on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be
disclosed in the Base Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without limitation,
information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus. The Company shall
permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to their filing with the SEC,
the Company shall give reasonable consideration to all such comments, and the Company shall not file the Current Report or the Prospectus
Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information
regarding itself, the Company’s securities beneficially owned by the Investor, and the intended method of distribution thereof,
including any arrangement between the Investor and any other person or relating to the sale or distribution of the Company’s securities,
as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus
Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of the Current Report and the Prospectus Supplement with the SEC. At the time of the filing of the Prospectus Supplement,
the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented
by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement
of material fact or omission in any effective registration statement filed or any post-effective amendment or prospectus which is a part
of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the Prospectus
not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best efforts thereafter to file with the SEC
any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus supplement in order to comply with
Section 5(b) or 10 of the Securities Act.


 






    	 



     


    

 


Section
6.4 ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of, and performance
under, this Agreement, the Company shall cause the Transfer Agent to issue Commitment Shares as follows:


 


(a) Within
two (2) Business Days of the filing of the Prospectus Supplement with the SEC, the Company shall cause the Transfer Agent to issue a
number of Commitment Shares (the “Initial Commitment Shares”) equal to two percent (2%) of the initial Investment
Amount Commitment Shares divided by the closing price of the Common Stock for the Business Day immediately prior to the date the Initial
Commitment Shares are issued. The issuance of the Initial Commitment Shares shall be delivered either (i) as DWAC Shares to the Investor,
(ii) to Investor’s account with the Company’s Transfer Agent through the Direct Registration System (“DRS”),
or (iii) a book-entry statement evidencing that the Purchase Notice Shares have been issued to the Investor in book-entry form.


 


(b) If
the Company elects to increase the Investment Amount pursuant to Section 2.1(c), then, within five (5) Business Days of the Company’s
written notice of the election, the Company shall cause the Transfer Agent to issue a number of Commitment Shares (in each case, “Additional
Commitment Shares”) equal to two percent (2%) of the Additional Investment Amount divided by the closing price of the Common
Stock for the Business Day immediately prior to the date such Additional Commitment Shares are issued. The issuance of such Additional
Commitment Shares shall be delivered either (i) as DWAC Shares to the Investor, (ii) to Investor’s account with the Company’s
Transfer Agent through the Direct Registration System (“DRS”), or (iii) a book-entry statement evidencing that the
Purchase Notice Shares have been issued to the Investor in book-entry form.


 


ARTICLE
VII

CONDITIONS TO DELIVERY OF

PURCHASE NOTICE AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The obligation of the Company
to issue and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a) ACCURACY
OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true and correct
in all material respects as of the Execution Date and as of the date of each Closing as though made at each such time.


 


(b) PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to each Closing.


 


(c) PRINCIPAL
MARKET REGULATION. The Company shall have no obligation to issue any Purchase Notice Shares, and the Investor shall have no right
to receive any Purchase Notice Shares, if the issuance of such Purchase Notice Shares would exceed the aggregate number of shares of
Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the Principal
Market.


 






    	 



     


    

 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE THE PURCHASE NOTICE SHARES. The obligation of the Investor
hereunder to purchase the Purchase Notice Shares is subject to the satisfaction of each of the following conditions:


 


(a) EFFECTIVE
REGISTRATION STATEMENT. The Base Registration Statement, and any amendment or supplement thereto, shall remain effective for the
offering and sale of the Securities and (i) the Company shall not have received notice that the SEC has issued or intends to issue a
stop order with respect to such Base Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of
such Base Registration Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension
of the use of, or withdrawal of the effectiveness of, such Base Registration Statement, the Prospectus or the Prospectus Supplement shall
exist. The Investor shall not have received any notice from the Company that the Prospectus, Prospectus Supplement and/or any prospectus
supplement or amendment thereto fails to meet the requirements of Section 5(b) or Section 10 of the Securities Act.


 


(b) ACCURACY
OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties
specifically made as of a particular date).


 


(c) PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d) NO
INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(e) NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC or
the Principal Market, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or quotation on and
shall not have been delisted from or no longer quoted on the Principal Market. In the event of a suspension, delisting, or halting for
any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(g), the Investor shall have the right to return
to the Company any amount of Purchase Notice Shares associated with such Purchase Notice, and the Investment Amount with respect to such
Purchase Notice shall be refunded accordingly.


 






    	 



     


    

 


(f) BENEFICIAL
OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed the number of such
shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned
by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(f), if the amount of Common Stock outstanding
is greater or lesser on a Closing Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the
amount of Common Stock outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor,
when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation
following a purchase on any such Closing Date. If the Investor claims that compliance with a Purchase Notice would result in the Investor
owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the Company with evidence
of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial Ownership Limitation”
shall be 9.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable
pursuant to a Purchase Notice. To the extent that the Beneficial Ownership Limitation would be exceeded in connection with a Closing,
the number of shares of Common Stock issuable to the Investor shall be reduced so it does not exceed the Beneficial Ownership Limitation.


 


(g) PRINCIPAL
MARKET REGULATION. The Company shall have no right to issue and the Investor shall have no obligation to purchase any Purchase Notice
Shares if the issuance of aggregate Purchase Notice Shares would exceed 373,284 shares of Common Stock (the “Exchange Cap”)
(which equals 19.99% of the Company’s outstanding shares of Common Stock and the Company’s Class B Common Stock, combined,
as of the date hereof), unless stockholder approval is obtained to issue more than 373,284 shares of Common Stock pursuant to this Agreement.
The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, or similar transaction.


 


(h) NO
KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness
of the Base Registration Statement to be suspended or the Prospectus or any prospectus supplement thereto failing to meet the requirement
of Sections 5(b) or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15) Business Days following
the Business Day on which such Purchase Notice is deemed delivered).


 


(i) NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Securities shall not violate the shareholder approval requirements
of the Principal Market.


 


(j) DWAC
ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.


 


(k) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed
by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than a report that is required solely pursuant
to Item 1.01, 1.02, 1.04, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K) shall have been filed with the SEC within the applicable
time periods prescribed for such filings under the Exchange Act. To the best knowledge of the Company, as of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 






    	 



     


    

 


ARTICLE
VIII

LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Purchase
Notice Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX

indemnification


 


Section
9.1 Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its
officers, directors, employees, and authorized agents (an “Indemnified Party”) from and against any claim or
suite by third parties for Damages resulting from or arising out of (i) any misrepresentation, breach of warranty or nonfulfillment
of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any
untrue statement or alleged untrue statement of a material fact contained in the Base Registration Statement or any post-effective
amendment thereof or Prospectus or Prospectus Supplement, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the
statements therein were made, not misleading, or (iv) any violation by the Indemnifying Party of the Securities Act, the Exchange
Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as
such Damages are incurred by the Indemnified Party except to the extent that such Damages result primarily from the Indemnified
Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s negligent,
recklessness or willful misconduct; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of the
Investor to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or
omission or alleged omission made by the Company in reliance upon and in conformity with information furnished to the Company by the
Investor for use in the Base Registration Statement, any post-effective amendment thereof, Prospectus, Prospectus Supplement
thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 






    	 



     


    

 


ARTICLE
X

MISCELLANEOUS


 


Section
10.1 FORCE MAJEURE. NO PARTY shall be liable for any failure to fulfill its obligations hereunder due to causes beyond its
reasonable control, including but not limited to acts of God, epidemic or pandemic, natural disaster, labor disturbances, terrorist attack,
riots or wars, and any action taken, or restrictions or limitations imposed, by government or public authorities.


 


Section
10.2 GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware
without regard to the principles of conflicts of law.


 


Section
10.3 ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and
their respective successors. Neither any of the Transaction Documents nor any rights of the Investor or the Company hereunder may be
assigned by either Party to any other Person.


 


Section
10.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as contemplated by Article
XI.


 


Section
10.5 TERMINATION. This Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; or (ii)
the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences
a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company
makes a general assignment for the benefit of its creditors.


 


Section
10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits thereto, contain the entire understanding of the
Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters.


 


Section
10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each
Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such Party incidental to the negotiation, preparation, execution, delivery and performance of the Transaction Documents. The Company
shall pay the Clearing Cost associated with each Closing, and any Transfer Agent fees (including any fees required for same-day processing
of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied on the Company in connection with
the delivery of any Securities to the Investor.


 


Section
10.8 COUNTERPARTS AND EXECUTION. The Transaction Documents may be executed in multiple counterparts, each of which may be executed
by less than all of the Parties and shall be deemed to be an original instrument which shall be enforceable against the Parties actually
executing such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents may be
delivered to the other Party hereto by email of a copy of the Transaction Documents bearing the signature of the Party so delivering
the Transaction Documents. The Parties agree that this Agreement shall be considered signed when the signature of a Party is delivered
by .PDF, DocuSign or other generally accepted electronic signature. Such .PDF, DocuSign, or other generally accepted electronic signature
shall be treated in all respects as having the same effect as an original signature. The signatories to this Agreement each represent
and warrant that they are duly authorized by the Parties with the power and authority to bind the Parties to the terms and conditions
thereof.


 






    	 



     


    

 


Section
10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any Party.


 


Section
10.10  FURTHER ASSURANCES. Each Party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


Section
10.11 NOT TO BE CONSTRUED AGAINST DRAFTER. The Parties acknowledge that they have had an adequate opportunity to review each,
and every provision contained in this Agreement and to submit the same to legal counsel for review and comment. The Parties agree with
each, and every provision contained in this Agreement and agree that the rule of construction that a contract be construed against the
drafter, if any, shall not be applied in the interpretation and construction of this Agreement.


 


Section
10.12 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are
not to be considered in construing or interpreting this Agreement.


 


Section
10.13 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended other than by a written instrument signed by both
Parties hereto and no provision of this Agreement may be waived other than in a written instrument signed by the Party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


 


Section
10.14 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no Party shall issue any such press release or otherwise make
any such public statement, other than as required by law or for legal compliance, without the prior written consent of the other Party,
which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required
by law, in which such case the disclosing Party shall provide the other Party with prior notice of such public statement. The Investor
acknowledges that the Transaction Documents may be deemed to be “material contracts,” as that term is defined by Item
601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration
statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials
as material contracts shall be determined solely by the Company, in consultation with its counsel.


 






    	 



     


    

 


Section
10.15 DISPUTE RESOLUTION.


 


		(a)	Average
                                            Daily Trading Volume, Purchase Notice Limit, or VWAP.



 


(i) In
the case of a dispute relating to the Average Daily Trading Volume, Purchase Notice Limitation or VWAP (as the case may be) (including,
without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Investor (as the case may be)
shall submit the dispute to the other Party via facsimile or electronic mail within five (5) Business Days after the Party learned of
the circumstances giving rise to such dispute. If the Investor and the Company are unable to promptly resolve such dispute relating to
such Average Daily Trading Volume, Purchase Notice Limit, or VWAP (as the case may be), at any time after the second (2nd) Business Day
following such initial notice by the Company or the Investor (as the case may be) of such dispute to the Company or the Investor (as
the case may be), then the Company and the Investor may select an independent, reputable investment bank as mutually agreed upon to resolve
such dispute. In the event that the Parties cannot agree upon such an investment bank within ten (10) Business Days of the date of the
initial notice, the Parties shall submit the dispute to arbitration pursuant to Section 10.15(b).


 


(ii) The
Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance
with the above and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m.
(New York time) by the fifth (5th) Business Day immediately following the date on which such investment bank was selected (the “Dispute
Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred
to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Investor or
the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the Party who fails
to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit
any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve
such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission
Deadline). Unless otherwise agreed to in writing by both the Company and the Investor or otherwise requested by such investment bank,
neither the Company nor the Investor shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii) The
Company and the Investor shall cause such investment bank to determine the resolution of such dispute and notify the Company and the
Investor of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and
expenses of such investment bank shall be borne by the losing Party, and such investment bank’s resolution of such dispute shall
be final and binding upon all Parties. The terms of this Agreement and each other applicable Transaction Document shall serve as the
basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby
expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made
by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply
such findings, determinations and the like to the terms of this Agreement and any other applicable Transaction Documents.


 






    	 



     


    

 


(iv) Both
the Company and the Investor expressly acknowledge and agree that (i) this Section 10.15(a) constitutes an agreement to arbitrate between
the Company and the Investor (and constitutes an arbitration agreement) under § 5701, et seq. of the Delaware Code Title 10 with
respect to the dispute described in Section 10.15(a)(i) and that both the Company and the Investor are authorized to apply for an order
to compel arbitration pursuant to Delaware Code Title 10 § 5703 in order to compel compliance with this Section 10.15(a).


 


(b) JURISDICTION.
Subject to Section 10.15(a), each party hereby irrevocably submits that any dispute, controversy or claim arising out of or relating
to this Agreement or any Transaction Document (including whether any such dispute is arbitrable), shall be submitted to the exclusive
jurisdiction of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware. Each party
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The Company and the Investor agree that all dispute resolution
proceedings in accordance with this Section 10.15 may be conducted in a virtual setting.


 


Section
10.16 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air courier
service with charges prepaid for next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF (with, solely
for the hand delivery method, a written confirmation of delivery or receipt), addressed as set forth below or to such other address
as such Party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective upon hand delivery or delivery by email at the address
designated below (if delivered on a Business Day during normal business hours where such notice is to be received), or the first
Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to
be received).


 


The
addresses for such communications shall be:


 


If
to the Company:


Address:
5792 NE 4th Avenue, Miami, FL 33137


Telephone:
(305) 507-8799


E-mail:
dk@motorsportgames.com


 


If
to the Investor:


Address:
405 Lexington Ave., 9th Floor, New York, NY 10174


Telephone:
(917) 793-1173


E-mail:
operations@alumnicapital.com


 


Either
Party hereto may from time to time change its address or email for notices under this clause by giving prior written notice of such changed
address to the other party hereto.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the Execution Date.


 


	 	MOTORSPORT GAMES INC.
	 	 
	 	By:	/s/ Dmitry Kozko
	 	Name:	Dmitry Kozko
	 	Title:	Chief Executive Officer
	 	Date:	 December 9, 2022
	 	 
	 	ALUMNI CAPITAL GP LLC
	 	 
	 	By:	Alumni Capital GP LLC
	 	Its:	General Partner
	 	 
	 	By:	/s/ Ashkan Mapar
	 	Name:	Ashkan Mapar
	 	Title:	Manager
	 	Date:	December 9, 2022




 






    	 



     


    

 


EXHIBIT
A


FORM
OF PURCHASE NOTICE


 


TO:
ALUMNI CAPITAL GP LLC


 


We
refer to the Purchase Agreement, dated as of December 9, 2022 (the “Agreement”), entered into by and between MOTORSPORT
GAMES INC., and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used
herein.


 


We
hereby certify that, as of the date hereof, the conditions set forth in Section 7 of the Agreement are satisfied and we hereby elect
to exercise our right pursuant to the Agreement to require you to purchase ______ Purchased Shares for an Investment Amount not to exceed
[Two Million Dollars ($2,000,000)].


 


[
 ] Purchase Price I


 


Purchase
Price Per Share: $________________


 


[ 
] Purchase Price II


 


Purchase
Price Per Share: To be determined in accordance with Section 2.1 of the Agreement.


 


The
Company’s wire instructions are as follows:


 


[Insert
Wire Instructions]


 


	 	MOTORSPORT GAMES INC.
	 	 
	 	By:	 
	 	Name:	 Dmitry Kozko
	 	Title:	Chief Executive Officer
	 	Date:	[________] __, 2022