Item 1.01 Entry Into a Material Definitive Agreement
On January 12, 2023, Motorsport Games Inc. (the "Company") entered into an
indemnification agreement (the "Indemnification Agreement") with Navtej Singh
Sunner, the director of the Company (the "Indemnified Party"). The
Indemnification Agreement is in furtherance of the indemnification provisions
contained in the Company's Certificate of Incorporation and requires the Company
to indemnify the Indemnified Party under the circumstances and to the extent
provided for in the Indemnification Agreement, to the fullest extent permitted
under Delaware law.
The Indemnification Agreement provides for indemnification against expenses such
as attorneys' fees, judgments, fines and settlement amounts and also the
mandatory advancement and reimbursement of certain reasonable expenses, subject
to limited exceptions, in each case incurred by the Indemnified Party in various
legal proceedings arising out of such person's services as a director of the
Company. The Indemnification Agreement also outlines procedures for requesting
and obtaining the payment of such expenses.
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 Indemnification Agreement filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 12, 2023, Navtej Singh Sunner was appointed to the Company's
Board of Directors to fill the vacancy from prior independent directors'
resignation. The Board of Directors determined that Mr. Sunner qualifies as an
independent director for purposes of the rules and regulations under the
Securities Exchange Act of 1934, as amended, and under the applicable NASDAQ
listing standards. The Board of Directors determined that Mr. Sunner qualifies
to be a Director of the Company and to serve as a member of the Board's Audit
Committee in light of his experience in the finance and accounting matters in
his capacity as a CEO of Navatron Limited, as well as a member of the Board's
Compensation Committee and as Chairman of the Board's Nominating and Governance
Committee (replacing Mr John Delta, the prior Chairman of the Board's Nominating
and Governance Committee). Mr. Delta will continue serving as a member of the
Board's Nominating and Governance Committee.
As a member of the Company's Board of Directors and each of the Audit Committee
and Compensation Committee and as Chairman of Nominating and Governance
Committee, Mr. Sunner will receive such compensation as disclosed in the
"Director Compensation" section of the Company's Definitive Proxy Statement
filed with the SEC on April 27, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Indemnification Agreement, dated as of January 12, 2023, between
Motorsport Games Inc. and Navtej Singh Sunner
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