Motorsport Games Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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Jun 30, 2026 · Filed Aug 14, 2026
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Other Information
Item 5. Other Information
Indemnification Agreements
On August 12, 2026, the Board approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into between the Company and our directors and executive officers for the purpose of providing our directors and executive officers with, among other things, contractual rights to indemnification and expense advancement and reimbursement, to the fullest extent permitted by applicable law.
The Indemnification Agreement clarifies and supplements the indemnification coverage provided in our Certificate of Incorporation and Amended and Restated Bylaws. Among other things, the Indemnification Agreement requires us to indemnify our directors and executive officers to the fullest extent permitted by applicable law against all direct and indirect losses, liabilities, damages, expenses, judgments, awards, penalties (whether civil, criminal, or other), fines, reasonable fees and expenses of attorneys, and amounts paid in settlement actually and reasonably incurred by any such person in connection with any threatened, asserted, pending, or completed action, suit, claim, counterclaim, cross-claim, investigation (including any internal investigation), inquiry, hearing, mediation, arbitration, other alternative dispute mechanism, or other proceeding, whether civil, criminal, administrative, regulatory, arbitrative, legislative, investigative, or otherwise, and whether formal or informal, and any appeal of any kind therefrom, arising out of their service to us or to any other entity to which they provide services at our request.
Subject to certain limited exceptions, the Indemnification Agreement also provides for the mandatory advancement of expenses (including attorneys’ fees) incurred by a director or executive officer in defending any such proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of the indemnified party to repay such advanced amounts if it is ultimately determined by a final judicial decision from which there is no further right of appeal that such person is not entitled to indemnification by us for such amounts pursuant to the Indemnification Agreement or under applicable law.
The Indemnification Agreement also establishes procedures for applying for indemnification, determines the allocation of the burden of proof, sets forth presumption standards in favor of the indemnified party, and clarifies that our obligations under the Indemnification Agreement are primary to any rights of recovery an indemnified party may have from secondary sources.
The Indemnification Agreement provides that the indemnification rights provided thereunder are not exclusive of any other rights that an indemnified person may have under any statute, provision of our Certificate of Incorporation or Amended and Restated Bylaws, any agreement, or vote of stockholders or disinterested directors, or otherwise.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.7 to this Report and is incorporated herein by reference.
RSU Award Agreement
Also on August 12, 2026, the Board approved a new form of award agreements (the “RSU Agreement”) to be used for the grant of restricted stock units (“RSUs”) to directors and executive officers under our Amended and Restated 2021 Equity Incentive Plan (the “Plan”). The RSU Agreement was adopted in order to facilitate our grant of RSU awards with a variety of terms and vesting criteria as permitted by the Plan. The RSU Agreement provides that, notwithstanding any contrary provision of the RSU Agreement or the Plan, an employment agreement, a change of control agreement, or other written document, upon a termination of employment or service, all RSUs which have not vested prior to or in connection with such termination shall thereupon automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by us. The RSU Agreement additionally provides that any RSUs or Shares delivered in settlement thereof are subject to potential forfeiture or recovery to the fullest extent called for by applicable law, any applicable listing standard, or any current or future clawback policy that may be adopted by us. The foregoing description of the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of RSU Agreement, a copy of which is filed as Exhibit 10.8 to this Report and is incorporated herein by reference.
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f))adopted orterminated a “Rule 10b5–1 trading arrangement” or a “non-Rule 10b5–1 trading arrangement,” each as defined in Item 408 of Regulation S-K.
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