Offer Letter, effective as January 3, 2020, by and between Motorsport Gaming US LLC and Jonathan New

Exhibit 10.12

Jonathan New

1615 West Ave #205

Miami Beach, FL 33139

Email: ***@***

Re: Offer of Employment

Dear Jon:

This letter, dated October 19, 2020, but effective as of January 3, 2020 (this “Offer of Employment”), is confirming the offer extended to you prior to the start date referenced below with respect to your full-time “at will” employment as CFO at Motorsport Gaming US LLC (the “Company”). Your start date is January 3, 2020. You will report directly to Dmitry Kozko as the Company’s CEO. You will work out of the Miami office of the Company.

You were required (and you satisfied such requirements) to provide compliance with the Employment Eligibility Verification law (1-9), and to present acceptable documents evidencing your identity and employment eligibility the first day of your employment.

A. TERM OF EMPLOYMENT /CONDITIONAL NATURE OF OFFER

The term of your employment is indefinite and at will. The Company maintains a strict employment at will policy, and your employment with the Company may be terminated at any time in the sole business discretion of the Company. This Offer of Employment does not create a contract of employment as to terms other than compensation for services actually provided and other terms expressly provided for in this Offer of Employment. If the Company terminates, your employment with the Company without Cause (as defined below) and you are not otherwise employed by any of the Company’s affiliates nor providing consulting services to the Company or any of its affiliates, then you will be entitled to a continuation of payment of unpaid base salary from the effective date of such termination to the expiration of three (3) months after the date of such termination, payable on a regular basis in accordance with the Company’s normal payroll procedures and policies, and subject to applicable payroll deductions (the “Severance”). Your right to receive, and the Company’s obligation to pay and provide, any of the payments of Severance shall be subject to: (1) your compliance with, and observance of, all of your obligations under this Offer of Employment that continue beyond such termination and (2) your execution, delivery and non-revocation of, and performance under, a release in favor of the Company and its affiliates in the form acceptable to the Company within forty-five (45) days of the termination of your employment.

“Cause” means any of the following acts or omissions: (a) the refusal or failure, for more than five (5) days from the date of notice by the Company to you, by you to perform any duties required of you by this Offer of Employment or lawful instructions of the Manager of the Company (prior to the establishment of the board of directors of the Company (the “Board”)) or the Board (after the establishment of the Board)); (b) the commission by you of any fraud, misappropriation or misconduct that causes demonstrable material injury to the Company or any of its affiliates or subsidiaries; (c) your conduct which constitutes the breach of any statutory or common law duty of loyalty to the Company; (d) any material breach by you of any provisions of this Offer of Employment; (e) any illegal act by you that affects the business of the Company; conviction of, or a 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 or any of its subsidiaries or affiliates, or a felony (or the equivalent thereof in a jurisdiction other than the United States); (f) your failure to comply in any material respect with this Offer of Employment or any other written agreement between you, on the one hand, and the Company or any of its subsidiaries, on the other, if such failure causes demonstrable material injury to the Company or any of its subsidiaries; or (f) gross negligence, malfeasance, dishonesty or willful misconduct in connection with your duties (either by an act of commission or omission).

B. COMPENSATION

The Company will provide you:

1. A starting annual salary of $240,000 per year, paid in bi-monthly instalments on the Company’s standard payday.

2. A quarterly discretional performance-based bonus of $15,000.

3. Company paid time-off, including holidays, thirty (30) vacation days and seven (7) sick days. The cash value (pro-rated, based on your base salary) of your accrued vacation and sick days that are not used by you in any calendar year will be payable to you promptly after the end of the calendar year in which such unused vacation and sick days accrued.

4. Company available employee health benefits as provided by the Company’s Professional Employment Organization (currently ADP) which include medical and non-medical (dental, vision, life, and disability) insurance plans and the Company 401k plan (contribution matching to be implemented in the future).

5. You will also be eligible (provided you continue to be employed by Company after each of the MSG IPO Fundraising (as defined below) and MSG Private Fundraising As defined below) to receive a cash bonus in the following amounts and subject to the following terms:

Further, for your performance in 2021 (payable, if earned, in early 2022), you will also be eligible for up to $250,000 gross cash bonus (subject to the applicable payroll tax, social security and other subject to applicable withholding and deductions) available at Company’s CEO discretion and subject to certain performance criteria to be established by Company’s CEO.

C. EXPENSES

Your approved expenses associated with business travel and other proper business purposes will be reimbursed in accordance with company expense reimbursement procedures and policies. However, for direct flights longer than 4 hours, you will be entitled to travel business class.

D. EXEMPT POSITION

The Company’s regular office hours are 9:00am to 6:00pm. Monday through Friday. As a salaried Company professional, consider this an exempt position, and you will not be entitled to overtime pay. If you have questions about this or any other term of this Offer of Employment, we urge you to contact an attorney (at your own expense) and to immediately notify the Company in the event you wish adjustments, if and as are appropriate, to be made.

E. NON-DISCLOSURE COMMITMENT AND ASSIGNMENT OF INTELLECTUAL PROPERTY

While you are employed by the Company or its affiliates and after your employment ends for any reason, you agree to abide by the terms of the Employee/Consultant Confidentiality, Proprietary Information and Inventions Agreement to be provided to you upon acceptance of this Offer of Employment.

F. PROCESSING OF PERSONAL DATA

In connection with your employment, the Company needs to keep, process and share across international borders 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 if any, 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 the HR Recruitment and Staff Policies, which have been or will be provided to you. If you do not provide this data, we may be unable in some circumstances to comply with our obligations and we will tell you about the implications of that decision.

G. FUTURE INCENTIVE COMPENSATION PLAN

The Company expects to design, and designate you as a participant in, an Incentive Compensation Plan (“ICP”). Once implemented, the Company is expected to make annual grants to you of restricted stock units or stock options for such number of Class A shares of the Company (after Company’s conversion into a corporation) that will equal to your then applicable base annual salary divided by the closing trading price of Class A shares of the Company on the date of each such grant, which will vest in three equal annual installments from the date of each grant, in each case subject to the terms and pursuant to the Company’s standard forms under the ICP. Details of the ICP will be shared with those eligible employees at a time to be determined by the Company in its sole discretion, and the ICP is expected to be in line with industry standards.

H. NO VESTING

Any provisions by the Company for supplementary compensation (i.e. in addition to your regular salary) whether included in this compensation agreement or made separately hereafter, including, but not limited to, the right to receive any bonus or participate in any ICP or similar plan are intended to provide you with employee incentive compensation while you are employed at the Company and not as an independent agency or brokerage type arrangement. Your right to receive any such payment or option grant ends when your employment with the Company ends for any reason. Any such compensation is earned only upon complete achievement of any goal (to the dollar) or condition attached to it, and there is no pro-rata earning of any bonus or supplementary compensation. If you are not employed by the Company on the day all conditions of entitlement to a particular payment have been completely satisfied; you will not have earned any portion of payment. There is no vesting of the right to bonus or incentive compensation payments either in total of pro-rata, and you will receive the payment only if you are an employee on the date provided for actual payment. As extraordinary compensation provisions, goals, time deadlines, definitions and other provisions of incentive bonus and other supplementary compensation commitments are to be strictly construed.

I. NO CONFLICT

Applicant represents and warrants that Applicant is not subject to any agreement, order, judgment or decree of any kind which would prevent Applicant from entering into this Agreement or performing fully Applicant’s obligations hereunder. Applicant acknowledges being instructed: (a) that it is the Applicant’s policy not to seek access to or make use of trade secrets or confidential business information belonging to other persons or organizations, including but not limited to competitors or former employers; and (b) that Applicant should not, under any circumstances, reveal to the Company or any Affiliate or make use of trade secrets or confidential business information belonging to any other person or organization. Applicant represents and warrants that Applicant has not violated and shall not violate such instructions.

J. ADDITIONAL ACTIVITIES

This Offer of Employment is conditioned upon your agreement to enter into a Confidentiality, Proprietary Information and Inventions Agreement, pursuant to which you will agree that during the period of your employment with the Company, you will (a) provide services to such entity faithfully, diligently and to the best of your ability, devote your entire business time, energy and skill to such employment and will not, without the Company’s express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, your employment by the Company, its subsidiaries, affiliates, predecessors and/or successors; and (b) not directly or indirectly induce or solicit, or aid or assist any person or entity to induce or solicit (i) any employee or independent contractor or consultant of the Company to leave the employ of or other relationship the Company and/or (ii) any customers or clients of the Company and/or its affiliates to terminate, curtail or otherwise limit its, his or her employment by or business relationship with the Company and/or its affiliates.

K. ENTIRE AGREEMENT

This Offer of Employment sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all memoranda or existing agreements, and may be modified only by a written instrument duly executed by each party.

L. CONCLUSION

We are very excited that you are joining us here at the Company and look forward to the valuable contributions you will make. We expect this to be a mutually rewarding relationship. If this Offer of Employment is acceptable, please sign and return the original to me.

Should you have any questions or concerns, please feel free to contact CEO directly. I may be reached via e-mail at ***@***

Regards,

Accepted by: