Item 1.01 Entry Into a Material Definitive Agreement

On May 17, 2024, Motorsport Games Inc., a Delaware corporation (the "Company"), entered into a Settlement Agreement and License (the "Agreement") with INDYCAR, LLC, an Indiana limited liability company ("INDYCAR"). The Agreement resolved any and all disputes between the Company and INDYCAR with respect to the termination of (i) the License Agreement, dated July 13, 2021, by and between INDYCAR and the Company with respect to INDYCAR SERIES racing series related gaming products (the "IndyCar Products License") and (ii) the License Agreement, dated July 13, 2021, by and between INDYCAR and the Company with respect to INDYCAR SERIES racing series related esports events (the "IndyCar Events License," together with the IndyCar Products License, the "Prior License Agreements"). As previously disclosed by the Company on its Current Report on Form 8-K filed on November 14, 2023, the Prior License Agreements were terminated effective as of November 8, 2023. Pursuant to the Agreement, subject to the satisfaction of the conditions to the effectiveness of the Agreement (as described below), the Company and INDYCAR agreed that the Company's liabilities under the Prior License Agreements, including any and all royalties and/or any other sums or liabilities of any kind whatsoever were forgiven by INDYCAR and discharged in their entirety in consideration of the Company's payment to INDYCAR of $250,000 on the date of the Agreement and $150,000 within 30 days following the date of execution of the Agreement. The Agreement becomes effective upon satisfaction of (i) the Company's payment to INDYCAR of $250,000 on the date of the Agreement and (ii) the Company's payment of $150,000 to INDYCAR within 30 days following the date of execution of the Agreement. Both $250,000 and $150,000 have been paid to INDYCAR by the Company and the Agreement is in effect as of the date of this Current Report on Form 8-K.

Further, as of the effective date of the Agreement, the Company granted to INDYCAR a royalty-free, perpetual, irrevocable, exclusive, transferable, and sublicensable, right and license throughout the world (the "License") to use the licensed intellectual property described in the Agreement (the "Licensed Intellectual Property") for the purpose of developing, marketing, distributing and selling esports series and esports events related to, themed as, or containing the INDYCAR SERIES racing series and/or motorsports and/or racing (including without limitation simulation style) video gaming products related to, themed as or containing the INDYCAR SERIES racing series, on current and future versions of consoles, PCs, smart TVs, mobile applications, gaming subscription services, cloud gaming, cloud streaming, handheld products and other new generation formats. In addition, the Company agreed to provide INDYCAR from the effective date of the Agreement to December 31, 2024, upon request by INDYCAR, with up to 50 hours free-of-charge consulting services to facilitate the transition of the INDYCAR series game development using the Licensed Intellectual Property to the software developer of INDYCAR's choice.

The above description of the Agreement is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein. Copy of the Agreements is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.