Exhibit
10.36


 


Binding
Term Sheet


 


This
Binding Term Sheet (the “Term Sheet”) constitutes a commitment by the Parties hereto to negotiate in good faith and
to enter into one or more definitive agreements as set forth herein. The terms and conditions of the potential transaction described
below are not limited to those set forth herein. Matters that are not covered by the provisions hereof are subject to the approval
and mutual agreement of the parties.


 


	Effective
    Date:	March
    12, 2021
	 	 
	Parties:	Motorsport
    Games Inc. (“MSG”) & EleDa s.r.l. (“Seller”)
	 	 
	Subject
    Matter:	MSG
    desires to purchase from Seller one hundred percent (100%) of the shares of Digital Tales USA LLC (the “Shares”)
    (including all related assets) subject to the terms to be determined as stated herein and further negotiated, and Seller agrees
    to sell the Shares for such purchase price and in accordance with such terms (the “Transaction”). The Parties
    intend to close this transaction on or before May 31, 2021 or such other date as mutually agreed by the parties in writing.
	 	 
	Definitive
    Agreements:	The
    Transaction will be subject to negotiation of definitive documentation customary for a transaction of this nature (“Definitive
    Documents”), including but not limited to a Share Purchase Agreement. The Definitive Documents will contain representations,
    warranties and covenants that are customary for transactions of this nature. The Definitive Documents will require that the
    consummation of the Transaction will be subject to the satisfaction of various conditions required prior to closing as are
    customary for transactions of this nature.


 


	 	I.	Consideration
    and Payment Terms:


 


	 	a.	MSG
    to purchase the Shares from Seller for a total purchase price of two million two hundred thousand US dollars ($2,200,000)
    (the “Purchase Price”).
	 	b.	MSG
    to pay the Purchase Price as follows:


 


	 	i.	 	One
    million five hundred forty thousand US dollars ($1,540,000) at closing;
	 	ii.	 	Two
    hundred sixty thousand US dollars ($260,000) on the six-month anniversary of closing;
	 	iii.	 	Two
    hundred thousand US dollars ($200,000) 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 (3) additional years, so long as such amendment is executed within twelve (12) months of closing.
	 	iv.	 	Two
    hundred thousand US dollars ($200,000) 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 (12) months of closing.


 


	 	II.	Conditions
    to Closing: Execution of Definitive Agreements relating to 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. Additionally, the Definitive
    Documents shall be negotiated and include customary representations and warranties for a transaction of this nature, including,
    without limitation, regarding the ownership, free of all encumbrances, of the copyrights and other applicable rights in and
    to, or otherwise associated with the video game software (as related to racing simulation), content and brand.


 






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	 	III.	Governing
    Law: This Term Sheet shall be governed by the laws of the State of Florida, without regard to the conflicts of law principles
    thereof. The Share Purchase Agreement shall be subject to the laws of Italy and the exclusive jurisdiction of the Italian
    courts.
	 	 	 
	 	IV.	Expenses:
    Each of the Parties will be responsible for its own fees, costs and expenses (including any fees and expenses of their
    legal or accounting representatives, bankers or brokers) incurred in connection with this Term Sheet, the discussions, the
    Definitive Documents or otherwise the proposed Transaction. Notwithstanding the foregoing, at closing, MSG agrees to reimburse
    Seller for Seller’s legal fees and expenses up to an amount of sixty thousand dollars ($60,000).
	 	 	 
	 	V.	Exclusivity:
    As of the date of execution of this Binding Term Sheet, Seller agrees to enter an “Exclusivity Period” with
    respect to the Shares and related assets of Digital Tales USA LLC. The Exclusivity Period shall continue through such date
    that the Definitive Documents are executed and the transaction contemplated in this Term Sheet and the Definitive Documents
    is completed. During this period Seller shall not, and shall cause each of its directors, officers, employees, stockholders,
    affiliates, agents, advisors and other representatives not to, directly or indirectly, solicit, initiate, or encourage the
    submission of, or respond to, any expression of interest, inquiry, proposal or offer from any person or entity relating to
    the acquisition of any material part of the capital stock or assets of Digital Tales USA LLC or the merger, joint venture,
    exclusive license, liquidation, recapitalization, reorganization, or any similar transaction involving the Digital Tales USA
    LLC or its assets, except as approved by MSG in writing in advance. Seller agrees to notify MSG immediately if any person
    or entity makes any proposal, offer, inquiry, or contact with respect to any of the foregoing, and the details of such proposal,
    offer, inquiry or contact including the identity of the potential buyer and/or investor and terms of such proposal.
	 	 	 
	 	VI.	Disclosure:
    MSG shall have the right to disclose the Binding Term Sheet and the contents thereof in (i) MSG’s current report
    on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and other required SEC filings,
    such as Form 10-K annual reports and Form 10-Q quarterly reports, and (ii) MSG’s press release about the Binding Term
    Sheet and the transactions contemplated by the Binding Term Sheet.
	 	 	 
	 	VII.	Binding
    Agreement: The Parties hereto acknowledge the binding nature of this Term Sheet and agree to be bound by the obligations
    set forth herein from the Effective Date. This Term Sheet, including but not limited to the obligations of confidentiality
    and exclusivity, shall remain in effect until June 30, 2021 (the “Drop Dead Date”). If the Definitive Documents
    have not been executed by the Drop Dead Date, then this Term Sheet shall be considered void and the Parties shall each be
    released of their obligations set forth herein. Notwithstanding the foregoing, the Parties may extend the Drop Date at any
    time by mutual agreement in writing.


 


Signed:


 


	EleDa
    s.r.l.	 	Motorsport
    Games Inc.
	 	 	 	 	 
	 	/s/
    Giovanni Luigi Bazzoni	 	 	/s/
    Dmitry Kozko
	Title:	CEO	 	Title:	CEI
	Name:	Giovanni
    Luigi Bazzoni	 	Name:	Dmitry
    Kozko
	Date:	03/12/2021	 	Date:	03/22/2021


 




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