Form 8-K

8-K — Motorsport Games Inc.

Accession: 0001493152-26-014925

Filed: 2026-04-02

Period: 2026-03-27

CIK: 0001821175

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): March 27, 2026

Motorsport

Games Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39868

86-1791356

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

3350

SW 148th Avenue, Suite

207

Miramar,

33027

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (305) 413-0812

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock, $0.0001 par value per share

MSGM

The

Nasdaq Stock Market LLC

(The

Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Employment

Agreement with Stephen Hood

March 27, 2026, Motorsport Games Inc. (the “Company”), through its subsidiary Motorsport Games Ltd, entered into an employment

agreement with Stephen Hood (the “Hood Employment Agreement”) providing for Mr. Hood to serve as the Company’s Chief

Executive Officer, reporting to the Company’s Board of Directors (the “Board”), with an annual base salary of 378,000

pound sterling.

Under

the Hood Employment Agreement, Mr. Hood is eligible for an annual bonus with a target amount equal to 50% of his base salary, which will

be awarded by the Board in its sole discretion based on the achievement of performance-based metrics established by the Board with input

from Mr. Hood on an annual basis. Mr. Hood may also receive, in the discretion of the Board’s Compensation Committee, equity awards

under the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”). Mr. Hood will also be eligible

to receive other customary benefits described in the Hood Employment Agreement.

The

Hood Employment Agreement may be terminated by either Mr. Hood or the Company at any time upon written notice of 6 months in the

case of termination by Mr. Hood or 18 months in the case of termination by the Company (the “Notice Period”). During

the Notice Period Mr. Hood would remain an employee of the Company and continue to receive his salary and other contractual entitlements.

Once notice has been served by either party, the Company may require Mr. Hood not to attend work for a period equivalent to some

or all of the Notice Period. Notwithstanding the Notice Period, the Company may in its sole and absolute discretion, terminate Mr. Hood’s

employment at any time with immediate effect provided that the Company pay within twenty-eight (28) days a payment in lieu (“Payment

in Lieu)”), or the first installment thereof, equal to Mr. Hood’s base salary (as at the date of termination) which he would

have been entitled to receive during the Notice Period. The Company may also terminate Mr. Hood’s employment with immediate effect

and without Payment in Lieu at any time by written notice in the event of gross misconduct, a criminal conviction, or a serious breach

of the Hood Employment Agreement on the part of Mr. Hood.

Mr.

Hood is also subject to certain restrictive covenants, including a non-competition, customer non-solicitation and employee non-solicitation

(each applicable during employment and for 12 months thereafter), and confidentiality restrictions (applicable during employment

and any time thereafter).

Employment

Agreement with Stanley Beckley

March 27, 2026, the Company entered into an employment agreement with Stanley Beckley (the “Beckley Employment Agreement”)

providing for Mr. Beckley to serve as the Company’s Chief Financial Officer, reporting to the Company’s Chief Executive Officer

and the Board, with an annual base salary of $300,000. Under the Beckley Employment Agreement, Mr. Beckley is eligible for an annual

bonus with a target amount equal to 25% of his base salary, which will be awarded by the Board in its sole discretion based on the achievement

of performance-based metrics established by the Board on an annual basis. Mr. Beckley may also receive, in the discretion of the Board’s

Compensation Committee, equity awards under the 2021 Plan. Mr. Beckley will also be eligible to receive other customary benefits described

in the Beckley Employment Agreement.

Mr.

Beckley’s employment may be terminated (i) automatically upon his death automatically, (ii) upon written notice from the Company

in the event of Disability (as defined in the Beckley Employment Agreement), or (iii) by the Company for Cause (as defined in the

Beckley Employment Agreement) immediately upon providing written notice of such termination to Mr. Beckley. In any such case, the Company

would have no further obligations under the Beckley Employment Agreement, except for any Accrued Obligations (as defined in the Beckley

Employment Agreement). The Company may also terminate the Beckley Employment Agreement other than with respect to a Disability or for

Cause immediately upon written notice of termination to Mr. Beckley, and in such event, in addition to any Accrued Obligations due, subject

to the Company’s receipt of a release, Mr. Beckley is entitled to receive severance payments in an amount equal to Mr. Beckley’s

base salary for a period of six (6) months after the effective date of the termination.

Mr.

Beckley may terminate his agreement for Good Reason (as defined in the Beckley Employment Agreement) immediately upon providing written

notice of such termination to the Company. If Mr. Beckley terminates his employment for Good Reason, Mr. Beckley will be entitled to

receive the same payments and benefits on the same terms and conditions as would be applicable upon termination by the Company other

than for Disability or for Cause.

the Beckley Employment Agreement is terminated by Mr. Beckley for Good Reason or by us without Cause (other than on account of Mr. Beckley’s

death or Disability) within 12 months after a Change in Control (as defined in the Beckley Employment Agreement), then, in addition to

the severance payments described above, any outstanding unvested equity awards held by Mr. Beckley shall immediately vest in full (and,

if applicable, become exercisable), subject to the terms of the applicable plan and award agreement.

Mr.

Beckley is also subject to certain restrictive covenants, including a non-competition (applicable during employment and for 18 months

thereafter), customer non-solicitation and employee and independent contractor non-solicitation (each applicable during employment and

for 9 months thereafter), as well as confidentiality (applicable during employment and at all times thereafter) and non-disparagement

restrictions (applicable during employment and at all times thereafter).

The

foregoing description of the Hood Employment Agreement and the Beckley Employment Agreement does not purport to be complete and is qualified

in its entirety by reference to the Hood Employment Agreement and the Beckley Employment Agreement, copies of which are filed as Exhibit

10.1 and 10.2 respectively to this Current Report on Form 8-K and are incorporated by reference herein.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit

Description

10.1

Statement of Terms and Conditions of Employment, dated March 27, 2026, by and between Motorsport Games Ltd and Stephen Hood

10.2

Executive Employment Agreement, dated March 27, 2026, by and between Motorsport Games Inc. and Stanley Beckley

104

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SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Motorsport

Games Inc.

Date:

April 2, 2026

By:

/s/

Stephen Hood

Stephen

Hood

Chief

Executive Officer and President

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

STATEMENT

OF TERMS AND CONDITIONS OF EMPLOYMENT

BETWEEN

MOTORSPORT

GAMES LIMITED

AND

STEPHEN

HOOD

DATED:

March 27, 2026

Parties

1. Motorsport

Games Ltd incorporated and registered in England and Wales with company number 12445844

whose registered office is at Silverstone Innovation Centre, Silverstone Park, Silverstone,

NN12 8GX (“Company”, “Employer”

or “we”).

2. Stephen

Hood (“Executive”

or “you” / “your”).

1. APPOINTMENT

Your

appointment will be as Chief Executive Officer (CEO) of Motorsport Games Inc, a Delaware corporation (“MSGM”)

through your employment with the Company whose parent entity is MSGM, reporting to the board of directors of MSGM (the “Board”).

You

accept such employment and shall devote all of your business time, effort and skill to diligently perform the duties described in this

Statement of Terms and Conditions of Employment (this “Agreement” or this “Contract of Employment”)

for the benefit of the Employer and its parent entity, MSGM.

You

will serve as a member of the Board, if elected; provided that, upon termination of your employment by either party for any reason, you

shall resign from the Board and any other positions within the Group (including, without limitation, MSGM and the Company).

Your

continuous employment with the Company commenced on April 19th, 2023.

Your

appointment under this Agreement will commence on March 27, 2026.

probationary period applies to your employment.

You

warrant to the Company and MSGM that you are not entering into this Agreement in breach of any agreement with a third party and that

you will not be restricted or prevented from undertaking or performing your duties hereunder by any such agreement.

This

Agreement replaces any previous agreement(s), whether verbal or written, given to you at any time relating to your employment with the

Company. You acknowledge that you are not entering into this Agreement in reliance upon any representation, warranty or undertaking which

is not contained in this Agreement.

During

your appointment, you will:

● Unless

prevented by illness or injury, devote the whole of your working time, attention and abilities

to the business on an exclusive basis and will not, without the prior written consent of

the Board (such consent not to be unreasonably withheld) accept any other appointment, work

for or be directly or indirectly engaged or concerned with the conduct of any other business;

● diligently

perform such duties and exercise such powers to the Company or any Group Company as the Board

reasonably requires;

● comply

with the reasonable and lawful directions given from time to time by the Board;

● use

your best endeavours to and promote the interest and further business of the Company or any

Group Company and not to do anything which may harm or be prejudicial or detrimental to the

business of the Company or any Group Company;

● disclose

to the Board any misconduct committed by yourself or any of your colleagues of which you

are aware, including any intention by an employee to act in breach of their employment contract

with the Company and/or Group Company, as soon as reasonably practicable upon becoming aware

of it.

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During

your appointment, you shall not without the prior written consent of the Company, be employed, engaged, concerned or interested in any

trade, business or profession, whether paid or unpaid, other than the business of the Company or any Group Company save for the holding

as a passive investor only of not more than 5% of the total issued share capital of any company (whether or not it is listed or dealt

in on a recognised stock exchange).

2. SALARY

Your

basic annual (“base”) salary will initially be GBP 378,000 per annum subject at all times to review, adjustment

and approval by the Compensation Committee of the Board (the “Committee”), in the Committee’s sole and absolute discretion.

Your

salary shall accrue from day to day and be paid monthly in arrears, less required deductions on or about the 28th of each

month directly by bank credit transfer. Please note that your salary is a confidential matter between yourself and the Company and should

not be discussed outside these two parties, unless disclosure of salary information is required by law and/or rules or regulations, including,

without limitation, the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”)

for purposes of current, quarterly and annual reporting, disclosures of executive compensation and other requirements thereunder.

The

Company may deduct from the salary, or any other sums owed to you, any money owed to the Group Company by you. In addition, the Company

reserves the right to deduct from your salary one day’s pay for each day (including part of a day) of unauthorised absence (calculated

as 1/260 of your salary for each day). Unauthorised absence shall include any absence from work unless due to:

a) Genuine

sickness which has been notified to the Company in accordance with clause 8 below;

b) Absence

for which the Company has given permission; or

c) Genuine

reasons outside your control which are acceptable to the Company.

3. BONUS

You

are eligible to participate in the Company’s Incentive Compensation Plan (“ICP”) and target cash bonus schemes, with

a target bonus equal to 50% of your annual base salary, the terms of which shall be advised to you separately. Any such bonus payment

made shall be purely discretionary based upon performance-based metrics that have been developed with input from the Executive and approved

by the Board, which metrics shall be reviewed and revised on an annual basis.

Any

bonus payment shall not form part of your contractual remuneration. If the Company pays you a bonus in one year, it shall not be obliged

to make a similar or any bonus payment in any subsequent year. The Company may alter the terms of any bonus targets or withdraw them

altogether at any time without prior notice.

You

will forfeit any bonus entitlement if, prior to the bonus payment date:

a) you

voluntarily resign or provide notice of resignation; or

b) your

employment is terminated by the Company with immediate effect and without Payment in Lieu

pursuant to Section 11.

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your employment is otherwise terminated by the Company prior to the bonus payment date, you will be eligible for a pro-rated bonus based

on the portion of the applicable performance period during which you were employed.

Any

bonus payment shall not be pensionable except to the extent that it forms part of your qualifying earnings under section 13(1) of the

Pensions Act 2008.

4. HOURS

OF WORK

The

Executive’s working week consists of forty (40) hours per week, predominately 9am-6pm Monday through Friday, with one hour for

lunch. However, your actual working hours will be discussed and agreed upon by the Board in line with the needs of the business. You

will be expected to work additional hours from time to time as required by the nature of your work, for the proper fulfilment of your

post and the needs of the business and its clients.

The

nature of your role with the Company is such that there is no entitlement to additional payment (whether by overtime or otherwise) for

hours worked in excess of your normal weekly working hours.

is expected that in addition you will work such hours as are necessary for the proper fulfilment of your post and the needs of the business

and its clients.

5. PLACE

OF WORK

The

Executive may work for the Company remotely, but will be required to visit the UK Office in Silverstone on occasion as is reasonably

necessary to meet the needs of the business. You are required to inform us as soon as possible if you plan to change your home address.

You confirm that you are not in breach of any covenant or agreement in doing work at your home.

You

may be required to travel to any locations within the UK or globally, whether to clients’ offices, or to such offices as may be

required. During your employment you shall not be required to work outside of the UK for a prolonged period of time which the company

defines as more than two weeks.

6. EXPENSES

All

reasonable expenses wholly, necessarily and exclusively incurred by the Executive whilst on Motorsport Games business will be reimbursed

subject to the guidelines outlined in the Company Travel and Expenses Policy.

The

Employer will pay or reimburse you for all personal documented, reasonable and necessary (in line with Employer’s policies) out-of-pocket

expenses related to business travel and meetings incurred by you during the term of your employment in the performance of your duties

hereunder. For direct flights longer than four (4) hours, you shall be entitled to business class airfare, subject to the Company’s

travel policy.

Any

credit card provided by the Company may only be used for expenses incurred by you in the course of your employment.

7. HOLIDAYS

addition to the eight (8) recognized Bank and other Public Holidays (or days in lieu where the Company requires the Executive to work

on a public holiday), the Executive’s paid annual holiday entitlement is twenty-six (26) days. Your annual leave entitlement shall

rise by one additional day for each complete calendar year of service (based on your continuous employment start date), up to a maximum

of thirty (30) days. Any entitlement to a part day’s holiday will be rounded up to the nearest half day.

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The

holiday year runs from 1 January to 31 December each year. Holiday can be taken in the holiday year in which it accrues otherwise it

will be lost, except in the following cases:

c) you

may choose to carry forward into the next holiday year no more than five (5) days of untaken

holiday entitlement. It will be lost if not taken before the end of the next holiday year

d) you

may carry over holiday that you have been unable to take due to being on sick leave. It will

be lost if not taken within 18 months of the end of the holiday year in which it accrued.

e) you

may carry over holiday that you have been unable to take due to being on maternity, paternity

or adoption leave, parental leave, shared parental leave, parental bereavement leave, carer’s

leave or neonatal care leave. It will be lost if not taken by the end of the following holiday

year.

You

will not accrue entitlement to holidays beyond the statutory minimum if you are absent from work due to sickness for more than fourteen

(14) consecutive days and as such any entitlement to holidays for the holiday year in which such absence takes place shall be reduced

pro rata. You will continue to accrue statutory holiday entitlement during sickness absence in accordance with the Working Time Regulations

1998.

The

Company may require the Executive to take any accrued holiday entitlement during their notice period.

Wherever

possible, you should give reasonable advance notice of any proposed holiday dates. In the unlikely event that the Board requires you

to cancel approved pre-booked holiday for business reasons, you may be reimbursed for any irrecoverable costs and every effort will be

made to agree suitable alternative holiday dates with you.

Please

refer to the Employee Handbook for specific rules regarding holiday entitlement and booking arrangements.

you leave employment part way through a holiday year, your entitlement to holiday will be calculated on a pro rata basis. If upon leaving

you have any outstanding annual holiday entitlement, you will receive a payment representing salary for the number of days’ outstanding

(which, for the avoidance of doubt, shall include any holiday carried forward from a previous holiday year(s)). Alternatively, if you

have taken annual holiday in excess of your accrued entitlement, a deduction equivalent to salary for the additional holiday taken will

be made from any final payment to you. The amount of such payment or deduction shall be 1/260th of your salary for each day.

8. ABSENCE

THROUGH SICKNESS OR INJURY

The

Company’s sick pay scheme operates on trust and the Company relies on the integrity and honesty of the Executive to comply with

the spirit of the scheme as well as the detailed rules set out in the Company’s policy. Anyone abusing the scheme will be dealt

with under the disciplinary procedure.

you are absent from work and your illness or injury prevents you from working the following sick pay benefits will apply. Provided that

you have complied with all rules and procedures, you shall continue to receive your full pay and contractual benefits during any period

of absence for up to 30 working days. This does not affect any entitlement you may have to receive Statutory Sick Pay (SSP) for the same

periods of sickness absence, although any sick pay you receive from the Company shall be inclusive of any SSP due to you.

These

maximum benefits apply to consecutive or to aggregate periods of sickness absence and run for a rolling twelve-month period starting

with the first day of any sickness absence.

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during any period of sickness absence, you are receiving salary payments but are not eligible for SSP, the Company may deduct from salary

any benefits in relation to sickness or incapacity which you are entitled to claim (whether or not claimed). If the incapacity is or

appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of

which damages are or may be recoverable, you shall immediately notify the Board of that fact and of any claim, compromise, settlement

or judgment made or awarded in connection with it and all relevant particulars that the Board may reasonably require. You shall if required

by the Board, refund to the Company that part of any damages or compensation recovered by you relating to the loss of earnings for the

period of the incapacity as the Company may reasonably determine less any costs borne by them in connection with the recovery of such

damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to you by the Company in respect

of the period of incapacity.

Where

reference is made in these rules to SSP it shall be deemed to include any state sickness benefit which may be introduced in the future

to replace SSP.

Your

qualifying days for SSP purposes are Monday to Friday.

The

rights of the Company to terminate your employment under the terms of this Agreement apply even when such termination would or might

cause you to forfeit any entitlement to sick pay or other benefits.

The

following absence reporting procedures form part of the contract of employment:

Notifying

absence due to sickness

the Executive is unable to attend work due to illness or injury the procedure is as follows:

f) Within

a reasonable timeframe on your first day of absence, you must contact a member of the Board,

stating that you are out sick and the expected period of absence. You must keep this person

informed of the progress of your recovery. To this end, you must again contact them on each

subsequent day of absence, to discuss the progress of your recovery, unless another interval

is agreed. If the incapacity lasts for between one and seven days (including a Saturday and/or

Sunday), you must comply with the Company’s self-certification process.

g) If

you are absent for more than seven days, you must forward a medical certificate issued by

your GP to the Board without delay. If a delay is unavoidable, you should inform the Board

immediately.

h) If

the absence continues, and further medical certification is required, you must continue to

send medical certificates without delay.

You

agree to consent to any such request and to medical examinations (at the Company’s expense) by a doctor nominated by the Company

should the Company so require. Furthermore, failure without good cause to attend medical appointments may be deemed a disciplinary offence.

You agree that any report produced in connection with any such examination may be disclosed to the Company and the Company may discuss

the contents of the report with the relevant doctor.

9. OTHER

PAID LEAVE

The

Executive may be eligible to take the following types of paid leave, subject to any statutory eligibility requirements or conditions

and the Company’s rules applicable to each type of leave in force from time to time:

a) statutory

maternity leave;

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b) statutory

paternity leave;

c) statutory

adoption leave;

d) statutory

shared parental leave;

e) statutory

parental bereavement leave; and

f) statutory

neonatal care leave.

Further

details of such leave are available from Human Resources. The Company may replace, amend or withdraw the Company’s policy on any

of the above types of leave at any time.

10. PENSION

The

Company will comply with its obligations under the Pension Act 2008. Further details of the Executive’s entitlement are available

upon request.

11. TERMINATION

Subject

to the other terms of this Agreement, the Executive’s employment will continue until either:

a) you

give the Company not less than six (6) months written notice to terminate; or

b) the

Company give you not less than eighteen (18) months written notice to terminate.

Notwithstanding

the notice period, the Company may in its sole and absolute discretion, terminate your employment at any time and with immediate effect

by notifying you that the Company is exercising its right under this clause 11 and the Company will pay within twenty-eight (28) days

a payment in lieu notice, (“Payment in Lieu”) or the first instalment of any Payment in Lieu, to you.

This

Payment in Lieu will be equal to your base salary (as at the date of termination) which you would have been entitled to receive under

this agreement during the notice period referred to above, less income tax and National Insurance contributions. For the avoidance of

doubt, the Payment in Lieu shall not include any element in relation to:

a) any

bonus or commission payments that might otherwise have been due during the period for which

the Payment in Lieu is made;

b) any

payment in respect of benefits which you would have been entitled to receive during the period

for which the Payment in Lieu is made; and

c) any

payment in respect of any holiday entitlement that would have accrued during the period for

which the Payment in Lieu is made.

The

Company may pay any sums due under this clause in equal monthly instalments until the date on which the notice period referred to in

this clause would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period

and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income.

You

have no right to receive a Payment in Lieu unless the Company has exercised its discretion to make such a payment.

The

Company may, notwithstanding any other provisions of this Agreement, at any time by notice in writing to you, terminate your employment

with immediate effect and without Payment in Lieu:

a) If

you are convicted of a criminal offence (other than an offence under road traffic legislation

in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

b) If

you are guilty of any gross misconduct in the course of your employment;

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c) If

you commit any serious or (after warning) repeated breach of your material obligations under

this Agreement;

d) If

you behave in a manner (whether on or off duty) which in the reasonable opinion of the Board

is likely to bring the Company into disrepute .

Any

delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.

Once

notice has been served by either party, the Company may require you not to attend for work for a period equivalent to some or all of

the notice period required to be given by either party (“Garden Leave”). If the Company elects to place you on Garden

Leave for any period you must remain available throughout that period for work on a daily basis and holiday taken (if any) must still

be booked in the normal way. Furthermore the Company may require you to not contact or deal with (or attempt to contact or deal with)

any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of

any Group Company during any period of Garden Leave, other than for purely social purposes.

During

any period of Garden Leave you will remain an employee of the Company. You will continue to receive your salary and other contractual

entitlements (including, without limitation, with respect to bonus as though you would have otherwise continued to perform your duties)

and to be bound by all the terms of this Agreement.

the termination of your employment or upon the Company exercising its right to place you on Garden Leave, you will at the request of

the Company resign without claim for compensation from any directorships or other posts or offices held by you in the Group or in connection

with your employment. If you fail to do so, the Company may nominate someone on your behalf to sign such documents and to take such other

steps as are necessary to give effect to such resignations.

12. CONFIDENTIALITY

For

the purposes of this clause 12 the following definitions shall apply:

Confidential

Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating

to the business, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or

such Group Company and trade secrets, including information which the Executive develops, creates, receives or obtains), including, without

limitation,

a) technical

data and know-how relating to the business of the Company or any Group Company or any of

its (or their) shareholders, investors, advertisers, clients, customers or commercial partners;

b) information

relating to the Group’s products/services (actual or proposed), industry knowledge

and research, work processes and concepts, strategies, training programmes, new methods of

advertising, and the Group’s “customer intelligence”;

c) the

identity of customers, potential customers, investors, potential investors, suppliers, potential

suppliers, resellers and potential resellers, their contact details (including contact names,

telephone numbers and postal and email addresses), terms of business, requirements and prices

charged and all other confidential aspects of their business relationships (or potential

business relationships) with the Company and/or any Group Company;

d) business

methods, plans, strategies (including pricing strategies) marketing plans, sales forecasts,

sales targets and statistics, market share and pricing statistics, marketing surveys and

plans, market research reports, sales techniques, price lists and discount structures, the

marketing or sales of any past, present or future products or services of the Company and/or

any Group Company and advertising and other promotional material;

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e) confidential

management and financial information, management systems, maturing business opportunities,

results and forecasts (including draft, provisional and final figures), including dividend

information, turnover and stock levels, profits and profit margins, credit policies, credit

procedures, payment policies, payment procedures and systems for the same whether of the

Company or any Group Company;

f) any

confidential proposals relating to the acquisition or disposal of any part or the whole of

a company or business or to any proposed expansion or contraction of activities including

future projects, business development or planning, commercial relationships or negotiations;

g) confidential

details of, and personal data relating to, employees, workers, consultants and officers (including

agency workers) and of their performance and of the remuneration, fees and other benefits

paid to them;

h) any

litigation or threatened action involving the Company or any Group Company; and

i) any

information which is treated as confidential or which the Executive is told or ought reasonably

to know is confidential and any information which has been given to the Company or any Group

Company in confidence.

You

acknowledge that during your employment with the Company you will have access to and will be entrusted with Confidential Information.

You

will not during the course of your employment (otherwise than in the proper performance of your duties, and then only to those who need

to know such information or secrets) or at any time thereafter, (except with the prior written consent of the Company or as required

by law):

a) divulge

or communicate to any person (including any representative of the press or broadcasting or

other media);

b) cause

or facilitate any unauthorised disclosure through any failure by you to exercise all due

care and diligence; or

c) make

use (other than to the benefit of the Group) of copy or memorise with a view to divulging

to any person, company or using for any purposes (other than those of the Company or any

Group Company) any Confidential Information.

These

restrictions will not apply to:

a) any

information which has become available to the public generally, otherwise than through unauthorised

disclosure;

b) any

use or disclosure authorised by the Board or required by law;

c) any

protected disclosure within the meaning of section 43A of the Employment Rights Act 1996;

and

d) prevent

the Executive from reporting any matter to the police or responsible regulator.

Further,

you agree that during the course of your employment you shall not make any adverse or derogatory comment about the Group Company, its

directors or employees (including former directors and employees) and you acknowledge that a breach of this obligation will be considered

a serious disciplinary matter.

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13. DATA

PROTECTION

the Executive’s employer, the Company needs to keep and process information about you for normal employment purposes, and as a

company pursuing digital media activities, we may sometimes need to process your data to pursue our legitimate business interests. The

information we hold, and process will be used for our management and administrative use only. We will keep and use it to enable us to

run the business and manage our relationship with you effectively, lawfully and appropriately, during the recruitment process, whilst

you are working for us, at the time when your employment ends and after you have left. This includes using information to enable us to

comply with the employment contract, to comply with any legal requirements, pursue the legitimate interests of the Company and protect

our legal position in the event of legal proceedings. By applying for and entering into employment with us, you hereby grant consent

for the Company to process this data for the above-mentioned purposes, and in accordance with our Employee Handbook. If you do not provide

this data, we may be unable in some circumstances to comply with our obligations and we will advise you about the implications of that

decision. Further details are as set out in the Company’s data protection policy, available from Human Resources.

You

shall comply with the data protection policy when handling personal data in the course of employment including personal data relating

to any employee, worker, contractor, customer, client, supplier or agent of ours. You will also comply with our IT and communications

systems policy.

You

are responsible for updating Human Resources of any changes to your home address and other contact details.

14. MONITORING

The

Executive agrees that the Company, or any other member of the Group, may monitor, intercept or record your use of company equipment including,

but not limited to, email and internet usage.

15. E-MAIL,

INTERNET AND SOFTWARE ACCEPTABLE POLICY

The

Executive must be aware and adhere to Company’s Computer and the Internet Policy, a copy being available from Human Resources.

Failure to comply with the provisions of this policy may lead to appropriate disciplinary action being taken. This is a policy document

which does not form part of your terms and conditions of employment and which may be changed from time to time.

16. CONVICTIONS

The

Executive is required to disclose any conviction which is not spent by virtue of the Rehabilitation of Offenders Act 1974. Similarly,

if you receive any conviction during your employment, it should be disclosed to the Company.

17. MEMBERSHIP

OF TRADE UNIONS

There

are no collective agreements in existence which directly affect the Executive’s terms and conditions.

18. GRIEVANCE

PROCEDURES

The

Company recognises that misunderstandings or grievances may sometimes occur. It is vital these grievances are brought out into the open

and resolved fairly and as quickly as possible. In most cases, this can be done on an entirely informal basis. However, there may be

occasions when a more formal approach is needed.

you have a grievance relating to your appointment, you should raise this with the Board in writing in accordance with our Grievance Procedure.

The Company’s Grievance Procedure a non-contractual policy document, a copy of which is available from Human Resources.

does not form part of your terms and conditions of employment and the Company may amend it from time to time or depart from it where

it is reasonable to do so.

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19. DISCIPLINARY

PROCEDURES

The

Executive is expected to behave in a responsible manner at all times and is also expected to comply with the standards, practices, policies

and reasonable instructions that are essential for the efficient operation of the business and for the well-being, health and safety

of those employed in it. Failure to meet these standards renders an employee liable to disciplinary action. You are subject to our disciplinary

policy, a copy of the which is available from HR.

The

Company may suspend you from any or all of your duties for no longer than is necessary to investigate any disciplinary matter involving

you or so long as is otherwise reasonable while any disciplinary procedure against you is outstanding. The Company may attach conditions

to any such suspension. You must comply with any such conditions and co-operate fully with any investigation. During any period of suspension:

a) you

shall remain our employee and bound by the terms of this Agreement;

b) you

shall ensure that the Board knows where you will be and how you can be contacted during each

working day (except during any periods taken as holiday in the usual way);

c) the

Board may exclude you from any of our or any Group Company’s premises; and

d) the

Board may require you not to contact or deal with (or attempt to contact or deal with) any

officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder,

adviser or other business contact of ours or any Group Company.

The

Company may, at its discretion, continue your normal pay and benefits during suspension or may suspend you without pay in cases of alleged

serious misconduct or breach of the Company’s disciplinary procedure. Any period of unpaid suspension will be reasonable and proportionate

to the nature of the alleged misconduct or breach. During any unpaid suspension, you will not be entitled to remuneration, benefits,

or accrual of contractual holiday entitlement.

you wish to appeal against a disciplinary decision you may apply in writing to the Executive Director of Human Resources.

The

Disciplinary Policy is a policy document only and the Company may change it from time to time or decide not to follow it where it is

reasonable to do so.

20. COMPANY

POLICIES AND PROCEDURES

The

Employee Handbook contains details of the Company’s Policies and Procedures, as well as other employment-related information.

21. INTELLECTUAL

PROPERTY

For

the purposes of this clause 21 the following definitions shall apply:

Intellectual

Property Rights: patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in

get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential

information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered

and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights

or forms of protection which may now or in the future subsist in any part of the world.

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Invention:

any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether

or not recorded in any medium.

The

Executive shall disclose to the Company full written details of all Inventions and of all works embodying Intellectual Property Rights

made wholly or partially by you at any time during the course of your employment which relate to, or are reasonably capable of being

used in, the business of any Group Company. You acknowledge that all Intellectual Property Rights subsisting (or which may in the future

subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely.

You

irrevocably waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions)

which you have or will have in any existing or future works referred to in this Agreement.

You

irrevocably appoint the Company to be your attorney to sign any document required and to use your name for the purpose of giving the

Company (or its nominee) the benefit of this clause 21 and acknowledge in favour of any interested third party that a certificate in

writing signed by any Director or the Secretary of the Company that any instrument or act falls within the authority conferred by this

clause 21 be conclusive evidence of such authority.

You

agree to waive and not assert any moral rights to which you may be entitled under the CDPA in respect of any work done by you, the rights

in which are vested in the Company. Any credit for work done will be given at the sole discretion of the publisher.

22. RESTRICTIONS

AFTER EMPLOYMENT

For

the purposes of this clause 22 the following definitions shall apply:

Capacity:

as agent, consultant, employee, worker, director, owner, partner, shareholder or in any other capacity.

Prospective

Customer: any firm, company or person with whom the Company or any Group Company was in material discussions during the Relevant

Period with a view to that organisation becoming a customer of the Company, and with whom the Executive had material dealings during

the Relevant Period.

Relevant

Period: the twelve (12) month period prior to the Termination Date.

Restricted

Business: those parts of the business of the Company and any Group Company with which you were involved to a material extent in the

Relevant Period.

Restricted

Customer: any firm, company or person who, during the Relevant Period was a customer or Prospective Customer of the Company or any

Group Company and with whom you had dealings at any time during the Relevant Period.

Restricted

Person: anyone employed or engaged by the Company or any Group Company in a managerial, sales, creative or technical role with whom

you had material contact or dealings at any time during the Relevant Period.

Termination

Date: the date on which your employment terminates.

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order to protect the confidential information and business connections of the Company and each Group Company to which you have access

as a result of your employment, you covenant with the Company that you shall not:

● for

twelve (12) months from the Termination Date, solicit or endeavour to entice away from the

Company or any Group Company the business or custom of a Restricted Customer with a view

to providing goods or services to that Restricted Customer in competition with any Restricted

Business;

● for

twelve (12) months from the Termination Date, be involved with the provision of goods or

services to (or otherwise have any business dealings with) any Restricted Customer in the

course of any business concern which is in competition with any Restricted Business;

● for

twelve (12) months from the Termination Date in the course of any business concern which

is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour

to entice away from the Company or any Group Company any Restricted Person.

The

restrictions imposed on you by this clause 22 apply to you acting directly or indirectly; and on your own behalf or on behalf of, or

in conjunction with, any firm, company or person.

The

periods for which the restrictions in this clause 22 apply shall be reduced by any period that you spend on Garden Leave immediately

before the Termination Date.

you receive an offer to be involved in a business concern in any capacity during the Employment, or before the expiry of the last of

the covenants in this clause 22 you shall give the person making the offer a copy of this clause and shall tell the Company the identity

of that person as soon as possible after accepting the offer.

If,

at any time during your employment, two or more Restricted Persons have left their employment, appointment or engagement with the Company

to carry out services for a business concern which competes with, or is intended to compete with any Restricted Business, you will not

at any time during the six (6) months following the last date on which any of those Restricted Persons were employed or engaged by the

Company, be employed or engaged in any way with that business s concern.

None

of the restrictions in this Clause 22 shall prevent you from:

a) holding

an investment by way of shares or other securities of not more than 5% of the total issued

share capital of any company, whether or not it is listed or dealt in on a recognised stock

exchange;

b) being

engaged or concerned in any business concern insofar as your duties or work shall relate

solely to geographical areas where the business concern is not in competition with any Restricted

Business; or

c) being

engaged or concerned in any business concern, provided that your duties or work shall relate

solely to services or activities of a kind with which you were not concerned to a material

extent in the 12 months before the Termination Date.

You

acknowledge that each of the restrictions in this clause 22 is intended to be separate and distinct and is to be construed as such.

23. RETURN

OF COMPANY PROPERTY AND PASSWORDS

Upon

termination of your employment the Executive must:

a) immediately

return all items of the Company’s property which you have in your possession in connection

with your employment (including any car, keys, security pass, mobile phone, computer, disks,

tapes, memory sticks, business cards, credit cards, documents or copies of documents); and

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b) if

you have any document or information belonging to the Company on a personal computer (which

is not to be returned under the above provisions), forward a copy to the Company and then

irretrievably delete the document or information. You will permit the Company to inspect

any such computer on request to ensure such steps have been taken.

asked to do so, you must inform the Company of any computer passwords used by you in the course of your employment or any passwords of

which you are otherwise aware.

You

agree to reimburse the Company for any unreasonable loss or damage to Company property which was caused by your misconduct, negligence

or neglect of duty. Should such a loss not be reimbursed promptly by you, you agree that the Company may deduct the appropriate sum from

any pay due to you on the termination of your employment.

24. HEALTH

AND SAFETY

accordance with health and safety legislation, the Executive must:

a) take

reasonable care for the health and safety of yourself and other persons who may be affected

by your acts or omissions;

b) co-operate

with the Company to enable the Company to ensure so far as is reasonably practicable the

health, safety and welfare at work of all the Company’s employees and to comply with

any other duties or requirements relating to health and safety; and

c) not

interfere with or misuse anything provided by the Company in the interests of health, safety

or welfare.

25. TRAINING

During

the Executive’s employment, you are entitled to take part in various training courses which the Company may provide from time to

time in-house. Specific details of what courses might be available will be provided to you from time to time and it is anticipated will

include training on compliance issues relating to responsibilities associated with working within a listed business.

26. BENEFITS

You

are not entitled to any benefits during your appointment. The Company, in its sole and absolute discretion, reserve the right to replace,

amend or withdraw such benefits at any time on reasonable notice to you. The Company shall not be liable to provide you with any replacement

benefit of the same or similar kind or to pay any compensation in lieu of such benefit.

27. GENERAL

This

Agreement is entered into by the Company for itself and in trust for each Group Company, with the intention that each Company will be

entitled to enforce the terms of this Agreement directly against the Executive. The Contracts (Rights of Third Parties) Act 1999 will

not create any rights in favour of you in relation to the benefits granted now or at any time in connection with your employment.

Any

communications posted to you should be sent to your last known domestic address, according to the Company’s HR records.

This

Agreement will be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction in the English

court to settle any disputes which may arise in the nature of this Agreement.

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28. DEFINITIONS

Group

Company: the Company, its Subsidiaries or Holding Company from time to time and any Subsidiary

of any Holding Company from time to time (and “Group” will be interpreted accordingly).

Subsidiary

and Holding Company: in relation to a company mean “subsidiary” and “holding company” as defined in section

1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections

1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another

person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee.

Please

acknowledge your acceptance and agreement to the terms outlined by signing this contract and return a copy to the HR Department.

Signed:

Motorsport

Games Ltd.

By:

/s/ Andrew P. Jacobson

Name:

Andrew P. Jacobson

Title:

Director and Chair, Compensation Committee

Dated:

March 27, 2026

agree to the employment with the Company on the terms as set out above and confirm that I have received a copy of this Contract of Employment

and have read and understood it and also that it supersedes any previous agreement between myself and the Company.

Signed:

/s/ Stephen

Hood

Dated:

March

27, 2026

Stephen

Hood

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EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

EXECUTIVE

EMPLOYMENT AGREEMENT

This

Executive Employment Agreement (this “Agreement”) is entered into as of March 27, 2026 (the “Effective Date”),

by and between Motorsport Games Inc., a Delaware corporation, with principal executive offices currently located at 3350 SW 148th Avenue,

Suite 207, Miramar, FL 33027 (the “Company”), and Stanley Beckley (“Executive”) (each, a “Party,”

and collectively, the “Parties”).

Position and Duties.

1.1

Position. Executive is employed as Chief Financial Officer of the Company. Executive’s principal place of employment shall

be the Company’s Miramar, Florida office and Executive agrees that Executive may only relocate his principal place of employment

outside of Florida only with prior notice and written consent of the Board of Directors (the “Board”). Executive may be required

to travel as reasonably necessary to fulfill his duties and responsibilities.

1.2

Duties. Executive shall be responsible for the Company’s overall financial strategy and leadership, including but not limited

to, ensuring accurate and timely financial reporting; overseeing financial filings and disclosures; maintaining effective internal controls

and compliance; supervising the Company’s tax, accounting, audit, and financial risk management functions; handling investor relations

and financial communications; supporting capital markets transactions, M&A, and strategic initiatives; leading the finance organization

and policies; and performing other duties customary for a chief financial officer of a publicly traded company, subject to the lawful

directives of the Chief Executive Officer (“CEO”) and the Board. During employment, Executive shall devote Executive’s

full business time, attention, energy, and skill to the Company and its subsidiaries and affiliates, and shall not, without the Company’s

prior written consent, engage in other employment or business activities that are competitive with or would otherwise conflict with Executive’s

duties to the Company; provided, Executive may engage in passive personal investments and community, charitable, or industry activities

that do not materially interfere with Executive’s duties or create a conflict of interest.

1.3

No Conflicting Obligations. Executive represents and warrants that Executive is not subject to any agreement, order, judgment or

decree that would prohibit or restrict Executive from entering into this Agreement or performing Executive’s duties, and Executive

will not use or disclose any trade secrets or confidential information of any prior employer or third party in connection with Executive’s

employment.

1.4

At-Will. Executive’s employment is “at will” and may be terminated by either Party at any time, with or without

Cause (as defined below), and with or without notice, subject to the provisions of this Agreement.

Compensation and Benefits.

2.1

Base Salary. The Company shall pay Executive a base salary at the annual rate of $300,000, payable in accordance with the Company’s

regular payroll practices and subject to applicable withholdings and deductions (“Base Salary”).

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2.2

Annual Bonus. Executive shall be eligible for an annual performance-based bonus of 25% of base salary earned on a calendar-year basis,

subject to performance metrics to be established by the Company in its discretion. Any bonus shall be paid no later than March 31 of

the year following the year to which the bonus relates, subject to applicable withholdings. Executive must be employed by the Company

on the bonus payment date to be eligible for any bonus for the preceding year, and there is no pro rata bonus except as the Company may

determine in its sole discretion for partial years.

2.3

Equity Incentives. Executive shall be eligible to participate in the Company’s Incentive Compensation Plan (the “ICP”),

subject to approval of any required amendments by the Company’s stockholders and to the terms and conditions of the ICP and applicable

award agreements. Subject to the foregoing and to the Company’s Compensation Committee approval, the Company may recommend annual

stock option grants covering a number of shares with a grant date value approximately equal to Executive’s then-current Base Salary

divided by the closing trading price of the Company’s Class A common stock on the applicable grant date, vesting in three equal

annual installments from the grant date, subject to continued employment and the ICP and award documents.

2.4

Additional Benefits. Executive shall be entitled to participate in other employee benefit plans or programs, including medical benefits

and 401(k) plan, to which other similarly situated employees of the Company are generally eligible under plans or programs maintained

from time to time at the Company’s discretion, subject in each case to the terms of the applicable plan or program, which terms

are subject to change from time to time at the Company’s discretion.

2.5

Withholding. The Company may withhold from any payments under this Agreement all federal, state, city, or other taxes and deductions

that shall be required pursuant to any law or governmental regulation.

2.6

Paid Time Off. Executive shall be eligible for up to 21 days of paid time off in accordance with Company policy, plus Company-recognized

holidays and sick time, in each case subject to Company policies as modified from time to time.

2.7

Expenses. The Company shall reimburse Executive for reasonable and necessary business expenses incurred in the performance of duties,

in accordance with Company policies and procedures. For direct flights longer than four (4) hours, Executive shall be entitled to business

class airfare, subject to the Company’s travel policy.

Confidential Information and Restricted Activities.

3.1

Definitions. For purposes of this Section 3, the following definitions apply:

3.1.1

“Confidential Information” shall mean any and all information, data, or knowledge treated as confidential by the Company

and not generally known by personnel outside of the Company, including, but not limited to: (i) information pertaining to customers or

business partners, contracts (including contract provisions, information related to the termination, expiration, amendment, and renewal

of contracts), contract negotiations, bids and associated business plans and strategies, marketing plans and strategies, growth and acquisition

plans and strategies, billing and pricing policies, curriculum and programming under development, training and personnel materials, policies

and procedures, financial information and data, research, models, ideas or inventions, technologies, specifications, designs, methods,

process, and programs (including, but not limited to, as to consulting and analysis for customers), lists of customers or business partners,

customer needs and criteria, compensation terms and other personnel information pertaining to the Company, information pertaining to

training techniques and materials, information pertaining to equity ownership or relating to the ownership or finances of the Company,

including any of its affiliates or subsidiaries, and any other information derived, summarized or extracted from any of the foregoing;

(ii) credentials to access any devices, databases, cloud storage, or other repositories of the Company’s information; (iii) information

pertaining to legal matters involving the Company and related strategies; (iv) trade secrets, as defined under applicable law; and (v)

any other business information and financial data, whether or not patentable or registrable under copyright or similar laws, that were

developed by or on behalf of the Company (including any information developed by predecessors or by any business acquired by the Company)

and that are treated by the Company as confidential or proprietary and/or which Executive understands to be confidential or proprietary.

All such information, data and knowledge shall be considered Confidential Information regardless of whether it is written or oral, and

if written, regardless of how it was produced or reproduced and regardless of whether it is marked or specifically designated as confidential

or proprietary. Confidential Information shall not include any of the foregoing items which have become lawfully publicly known and made

generally available through no wrongful act of Executive or of others who were under confidentiality obligations as to the item or items

involved.

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3.1.2

“Intellectual Property” shall mean inventions, discoveries, developments, methods, processes, compositions, works, concepts

and ideas (whether or not patentable or copyrightable or constituting trade secrets or other Confidential Information) conceived, made,

created, developed or reduced to practice by Executive (whether alone or with others, whether or not during normal business hours or

on or off Company premises) during Executive’s employment that either: (a) relate to the business of the Company or any of its

subsidiaries or affiliates or to any prospective activity that the Company or any of its subsidiaries or affiliates are actively planning

to engage in; (b) result from any work performed by Executive for the Company or any of its subsidiaries or affiliates; or (c) make use

of Confidential Information or any of the equipment or facilities of the Company or any of its subsidiaries or affiliates.

3.1.3

“Restricted Period” means the period commencing on the Effective Date and ending nine (9) months following termination

of Executive’s employment, regardless of the reason therefor.

3.2

Confidential Information. During the course of Executive’s employment with the Company, Executive will learn of Confidential

Information and will develop Confidential Information on behalf of the Company. Executive agrees that Executive will not use or disclose

to any individual or entity (except as required by applicable law or for the proper performance of Executive’s regular duties and

responsibilities for the Company) any Confidential Information obtained by Executive incident to Executive’s employment or any

other association with the Company. Executive agrees that this restriction will, to the maximum extent permitted by applicable law, continue

to apply after Executive’s employment terminates, regardless of the reason for such termination. For the avoidance of doubt, nothing

contained in this Agreement limits, restricts or in any other way affects Executive’s communicating with any governmental agency

or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such

governmental agency or entity and Executive will not be held criminally or civilly liable under any federal or state trade secret law

for disclosing a trade secret in confidence to a federal, state, or local government official, either directly or indirectly, or to an

attorney, solely for the purpose of reporting or investigating a suspected violation of law.

3.3

Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the business,

present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”),

whether or not prepared by Executive, shall be the sole and exclusive property of the Company. Executive agrees to safeguard all Documents

and to surrender to the Company, at the time Executive’s employment terminates or at such earlier time or times as the Company

may specify, all Documents then in Executive’s possession or control. Executive also agrees to disclose to the Company, at the

time Executive’s employment terminates or at such earlier time or times as the Company may specify, all passwords necessary or

desirable to obtain access to, or that would assist in obtaining access to, any information which Executive has password-protected on

any computer equipment, network or system of the Company or any of its Affiliates.

3.4

Assignment of Rights to Intellectual Property. Executive shall promptly and fully disclose all Intellectual Property to the Company.

Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) Executive’s full right,

title and interest in and to all Intellectual Property. Executive agrees to execute any and all applications for domestic and foreign

patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of

further instruments of assignment or confirmation and the provision of good faith testimony by declaration, affidavit or in person) requested

by the Company to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Company

to secure, prosecute and enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Executive will not

charge the Company or any of its Affiliates for time spent in complying with these obligations. All copyrightable works that Executive

creates during Executive’s employment shall be considered “work made for hire” and shall, upon creation, be owned exclusively

by the Company. Executive agrees to appoint the Company, including its subsidiaries or affiliates, as Executive’s agent and attorney-in-fact

to act on Executive’s behalf in executing and filing applications and performing all lawful acts necessary to further the development,

prosecution, issuance, registration, and protection of all Intellectual Property, as if executed by Executive.

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3.5

Restricted Activities During and After Employment. Executive agrees that the following restrictions on Executive’s activities

during and after Executive’s employment are necessary to protect the goodwill, Confidential Information, trade secrets and other

legitimate interests of the Company and appropriately and narrowly tailored to protect those legitimate interests given Executive’s

high-level role, the broad applicability of the Confidential Information and trade secrets to which Executive had access, and the broad

geographic scope of the Company’s businesses, which is global in nature and encompasses both domestic and international operations:

3.5.1

No Competition During Employment. During Executive’s employment, Executive will not directly or indirectly (whether on behalf

of himself or with or through another and whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise)

engage in or be involved with, or plan to engage in or be involved with, any activity or business that is, or intends to be, competitive

with any business that is or has been conducted or in active planning to be conducted by the Company or any of its Affiliates at any

time during Executive’s employment. Notwithstanding the foregoing, nothing herein will prohibit Executive from being a passive

owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive

has no participation in the business of such corporation.

3.5.2

No Competition After Employment. For a period of eighteen (18) months, following the termination of Executive’s employment

(regardless of the reason), Executive will not directly or indirectly (whether on behalf of himself or with or through another and whether

as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise) engage in or be involved with, or plan to engage

in or be involved with, any activity or business that is, or intends to be, competitive with any business that is conducted or is in

active planning to be conducted by the Company or any of its Affiliates at the time Executive’s employment ends. Notwithstanding

the foregoing, nothing herein will prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding

stock of any class of a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation.

For clarity, the geographic scope of Executive’s post-employment obligations under Section 3.5.2 shall be the United States and

any geographic areas within or outside of the United States in which the Company is engaged in business at the time of the termination

of Executive’s employment with the Company or has planned to engage in business at the time of the termination of Executive’s

employment with the Company or at any time during the last eighteen (18) months of Executive’s employment with the Company and

with which Executive was involved, for which Executive performed work or was responsible, or about which Executive had access to Confidential

Information during such period.

3.5.3

No Interference with Business Relationships During or After Employment. During the Restricted Period, Executive will not directly

or indirectly (whether on behalf of himself or with or through another) solicit or encourage any customer, vendor, supplier or other

business partner of the Company to terminate or diminish its relationship with any of them or seek to persuade any such customer, vendor,

supplier or other business partner, or any prospective customer, vendor, supplier, or other business partner of the Company to conduct

with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with

the Company.

3.5.4

No Interference with Employee and Contractor Relationships During or After Employment. During the Restricted Period, Executive will

not, directly or indirectly, hire or engage, or solicit for hiring or engagement, any employee of the Company or seek to persuade any

such employee to discontinue employment or solicit or encourage any independent contractor providing services to the Company to terminate

or diminish his, her or its relationship with any of them.

3.6

Non-Disparagement. While Executive is employed by the Company and at all times following termination of Executive’s employment,

regardless of the reason therefor, Executive will not disparage or criticize the Company, its affiliates or subsidiaries, their business,

their management or their products or services, and Executive will not otherwise do or say anything that could disrupt the good morale

of employees of the Company or harm the interests or reputation of the Company. This Section 3.6 shall not apply: (i) to any information

provided to any federal, state, or local government authority, or to an attorney, by Executive solely for the purpose of reporting or

investigating a suspected violation of law; or (ii) in connection with any proceeding instituted by the Company, Executive, or any third

party to enforce the terms of this Agreement or any other agreement between Executive and the Company.

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3.7

Acknowledgements; Irreparable Harm. Executive acknowledges and agrees that the Company and its subsidiaries and affiliates would

be irreparably harmed if Executive were to breach, or threaten to breach, any of the covenants in this Section 3. The Company shall be

entitled to injunctive relief and other equitable remedies without the necessity of proving actual damages and, subject to applicable

law, without the posting of a bond, in addition to any other remedies available at law or in equity, including recovery of reasonable

attorneys’ fees and costs as permitted by law or this Agreement. The Employee further acknowledges and agrees that the covenants

set forth in this Section 3 represent reasonable measures to protect the business interests, including the proprietary rights, of the

Company and its subsidiaries and affiliates.

3.8

Reasonableness; Reformation. Executive acknowledges the reasonableness of the scope and duration of the foregoing covenants and that

they are necessary to protect the Company Group’s legitimate business interests. The restrictive periods shall be tolled during

any period of breach. If any restriction is found unenforceable, a court shall reform such provision to the minimum extent necessary

to render it enforceable, consistent with applicable law.

Termination.

4.1

Definitions. For purposes of this Section 4, the following definitions shall apply:

4.1.1

“Cause” shall mean any of the following: (a) Executive’s refusal or failure, for more than five (5) days after

written notice, to perform duties required by this Agreement or lawful instructions of the CEO or Board; (b) fraud, misappropriation

or misconduct causing demonstrable material injury to the Company Group; (c) breach of any statutory or common law duty of loyalty; (d)

any material breach of this Agreement; (e) any illegal act affecting the business of the Company Group; conviction of, or plea of guilty

or nolo contendere to, a misdemeanor involving moral turpitude, dishonesty, fraud, deceit, theft, unethical business conduct or conduct

that impairs the reputation of the Company and its subsidiaries and affiliates, or any felony; (f) material failure to comply with this

Agreement or any other written agreement with the Company and its subsidiaries and affiliates if such failure causes demonstrable material

injury to the Company and its subsidiaries and affiliates; or (g) gross negligence, malfeasance, dishonesty or willful misconduct in

connection with duties (by act or omission

4.1.2

“Change in Control” shall have the meaning set forth in the Company’s ICP or, if not defined therein, shall mean

(a) the acquisition by any person or group of more than 50% of the Company’s outstanding voting securities, (b) a merger or consolidation

resulting in the Company’s stockholders immediately prior to such transaction holding less than 50% of the combined voting power

of the surviving entity, or (c) the sale of all or substantially all of the Company’s assets.

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4.1.3

“Disability” shall mean Executive’s inability to perform the essential functions of the position with or without

reasonable accommodation for a period of 90 consecutive days or 120 days in any twelve (12) month period.

4.1.4

“Good Reason” shall mean without Executive’s written consent: (a) a material reduction in Executive’s Base

Salary or title; (b) a material breach by the Company of this Agreement; or (b) a requirement that Executive relocate Executive’s

principal place of employment by more than 50 miles from Miami, Florida. Notwithstanding the foregoing, no event shall constitute Good

Reason unless (i) Executive provides written notice to the Company within 30 days after the initial occurrence of the event, (ii) the

Company fails to cure such event within 30 days after receipt of such notice, and (iii) Executive terminates employment within 30 days

after the expiration of the cure period.

4.2

Termination. Employment may be terminated at any time (i) by the Company with or without Cause, (ii) by Executive with or without

Good Reason, or (iii) upon Executive’s death or Disability.

4.3

Accrued Obligations. Upon any termination, the Company shall pay (a) accrued but unpaid Base Salary through the termination date;

(b) any accrued but unused paid time off in accordance with policy and applicable law; (c) reimbursement of approved, unreimbursed business

expenses; and (d) any vested benefits under applicable plans, in each case subject to withholdings and plan terms (collectively, the

“Accrued Obligations”). Except as expressly provided herein, all other compensation ceases upon termination.

4.4

Severance Upon Termination Without Cause or for Good Reason. If the Company terminates Executive’s employment without Cause,

or if Executive terminates employment for Good Reason, and Executive is not then employed by any affiliate of the Company nor providing

consulting services to the Company or any affiliate, then, subject to Section 4.5, Executive shall receive continuation of Base Salary

for six (6) months following the termination date, payable in accordance with normal payroll practices and subject to applicable payroll

deductions (“Severance”). No Severance is payable upon termination for Cause, resignation by Executive without Good Reason,

death or Disability.

4.5

Conditions to Severance; Release. Executive’s right to Severance is conditioned upon (i) Executive’s continued compliance

with all post-termination obligations under this Agreement, and (ii) Executive’s timely execution, delivery, non-revocation and

continued effectiveness of a general release of claims in favor of the Company and its subsidiaries and affiliates in a form acceptable

to the Company, within thirty (30) days following the termination date.

4.6

Change in Control. In the event of a Change in Control during Executive’s employment, and if within twelve (12) months following

such Change in Control, Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, then,

in addition to the Severance described above, any outstanding unvested equity awards held by Executive shall immediately vest in full

(and, if applicable, become exercisable), subject to the terms of the applicable plan and award agreement.

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4.7

Section 409A. The Parties intend that payments and benefits under this Agreement comply with or be exempt from Section 409A of the

Internal Revenue Code (“Section 409A”). Each payment hereunder shall be treated as a separate payment for Section 409A purposes.

Any payments that constitute “nonqualified deferred compensation” under Section 409A and are payable upon separation from

service will be made no earlier than the 60th day following separation, provided the release is effective, and if the 60-day period spans

two calendar years, payment will be made in the second year. Reimbursements shall be made no later than the last day of the year following

the year incurred and shall not be subject to liquidation or exchange for another benefit. This Agreement shall be interpreted and administered

to comply with Section 409A, but the Company makes no guaranty of tax consequences.

4.8

No Vesting; Incentive/Bonus Conditions. Executive acknowledges that incentive compensation, including bonuses and equity awards,

is earned only upon full satisfaction of all applicable conditions, that there is no vesting or pro rata vesting of bonuses or other

incentive compensation unless expressly provided in the applicable plan or award, and that Executive must be employed on the applicable

payment or vesting date to earn such compensation, except as otherwise required by law or provided in the applicable plan or award agreement.

Dispute Resolution.

5.1

Good Faith Discussion and Mediation. The Parties shall first attempt in good faith to resolve any dispute, claim or controversy arising

out of or relating to this Agreement, Executive’s employment, or the termination thereof (a “Dispute”) through discussions

between Executive and the Company’s CEO or designee. If not resolved within 30 days, either Party may demand non-binding mediation

in Miami-Dade County, Florida, administered by the American Arbitration Association (“AAA”) under its Employment/Workplace

Mediation Procedure.

5.2

Arbitration. Except for claims for injunctive or other equitable relief under Sections 3 or 4 or to protect intellectual property,

any Dispute shall be resolved by final and binding arbitration administered by AAA in Miami-Dade County, Florida, under its Employment/Workplace

Arbitration Rules, before a single arbitrator. The arbitrator may award any relief available at law or in equity and judgment on the

award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall pay the arbitrator’s

fees and AAA administrative fees to the extent required by applicable law. Each Party shall bear its own attorneys’ fees and costs,

except as provided in Section 3.6 or as may be awarded to the prevailing party pursuant to applicable law or this Agreement.

Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida,

without regard to its conflicts-of-law principles. For any court action not subject to arbitration (including requests for injunctive

relief), the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Miami-Dade County, Florida.

THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT

TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Cooperation. Following termination, Executive shall reasonably cooperate with the Company and its subsidiaries and affiliates,

upon reasonable request and at reasonable times, in connection with any matters arising during Executive’s employment, including

litigation, audits or investigations. The Company shall reimburse reasonable out-of-pocket expenses incurred in providing such cooperation,

in accordance with Company policy.

7 of 9

Indemnification. The Company shall indemnify Executive for acts performed within the scope of Executive’s employment

to the fullest extent provided under the Company’s bylaws, applicable law and any applicable indemnification agreement, and shall

maintain directors’ and officers’ liability insurance coverage in which Executive shall be included while serving as an officer,

subject to the terms of such policies.

Company Policies. Executive shall comply with all Company policies, procedures, codes of conduct and ethics, insider trading

policies, and other compliance policies, as may be adopted or amended from time to time.

10.

Personal Data Processing. Executive acknowledges and consents that the Company may collect, process, store, transfer (including

cross-border), and use personal data for employment-related, administrative, legal and business purposes, consistent with applicable

law and Company policies.

11.

Notices. Any notices provided for in this Agreement shall be in writing and shall be effective when delivered electronically,

in person or three (3) calendar days after deposit in the United States mail, postage prepaid, and addressed to the Executive at the

Executive’s last known on file with the Company or, in the case of the Company, to the attention of the Chairman of the Board,

John Delta, email: […] or to such other address as either party may specify by notice to the other actually received.

12.

Assignment. This Agreement is personal to Executive and may not be assigned by Executive. The Company may assign this Agreement

to any successor to the Business or to any affiliate. This Agreement shall inure to the benefit of and be binding upon the Parties and

their respective successors and permitted assigns.

13.

Entire Agreement. This Agreement (including any plans or policies referenced herein) constitutes the entire agreement of the

Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements or understandings,

including the November 3, 2023 offer letter, which is superseded by this Agreement except to the extent its terms are expressly incorporated

herein.

14.

Amendment and Severability. No amendment or waiver shall be effective unless in a writing signed by both Parties. No waiver

of any breach shall be deemed a waiver of any other or subsequent breach. If any provision of this Agreement is held invalid or unenforceable,

it shall be narrowed and reformed to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full

force and effect.

15.

Interpretation. Headings are for convenience only and shall not affect interpretation. This Agreement may be executed in counterparts

(including by electronic signature and PDF), each of which shall be deemed an original and all of which together shall constitute one

instrument. References to “including” mean “including without limitation.”

16.

Acknowledgements. Executive acknowledges that Executive has had the opportunity to consult with independent legal counsel

at Executive’s expense, has read and understands this Agreement, and is entering into it knowingly and voluntarily. Executive further

acknowledges that the restrictive covenants are reasonable and necessary to protect the Company and its subsidiaries and affiliates’

legitimate business interests under Florida law.

8 of 9

WITNESS WHEREOF, the Parties have executed this Executive Employment Agreement as of the Effective Date.

MOTORSPORT GAMES INC.

By: /s/

Stephen Hood

Name: Stephen

Hood

Title: Chief

Executive Officer

Date: March

27, 2026

EXECUTIVE

/s/

Stanley Beckley

Stanley

Beckley

Date: March

27, 2026

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