Motorsport Games Inc. (NasdaqCM:MSGM) entered a binding term sheet to acquire Digital Tales USA, LLC from EleDa s.r.l. for $2.2 million on March 12, 2021. As per the transaction, total purchase price of $2.2 million will be paid to EleDa as follows: (a) $1.54 million at time of closing; (b) $0.26 million on the six-month anniversary of closing; (c) $0.2 million after the SBK video game license or substantially similar two-wheel racing brand license currently held by the Digital Tales USA LLC is amended to be extended beyond current expiration date in 2024 for no less than three additional years, so long as such amendment is executed within twelve months of closing; and (d) $0.2 million after the SBK video game license or substantially similar two-wheel racing brand license currently held by the Digital Tales USA LLC is amended to be expanded to include console and PC video game development and publishing for the same period, so long as such amendment is executed within twelve months of closing. In addition, Motorsport Games agreed to reimburse EleDa for its legal fees and expenses up to $60,000. The transaction is subject to certain conditions precedent including: (i) the satisfaction of MSG, in its sole discretion, of a due diligence investigation into Digital Tales USA LLC, its operations and its assets, including but not limited to technical, intellectual property, financial, accounting and tax, and legal due diligence; (ii) the approval of MSG’s Board of Directors; and (iii) satisfaction of customary conditions to closing, including without limitation receipt of necessary government or third-party approvals.