Exhibit 10.1


 





 


Technology
in Business B.V.


Luminis
International B.V.


Attn:
Directors and Shareholders


 


April
22, 2022


 


Re:
Agreement to Amend the Share Purchase Agreement and Pledge of Shares


 


Dear
Directors and Shareholders,


 


This
letter serves to confirm our mutual agreement to amend the Pledge of Shares entered into between Motorsport Games Inc. (the “Pledgor”),
Technology in Business B.V. (the “Pledgee”) and Studio 397 B.V. (the “Company”) on April 20, 2021 in connection
with the Share Purchase Agreement (the “Agreement”) entered into between Pledgee and Pledgor on April 1, 2021 for the purchase
of one hundred percent of the shares of the Company by Pledgee from Pledgor.


 


Pursuant
to the Agreement, the Pledge of Shares was entered into for the purpose of securing the obligation of the Deferred Payment, as defined
in Clause 3.2 (b) of the Agreement, which is due to be paid on the day that falls one year after Completion, which took place on April
20, 2021.


 


The
Pledgor and Pledgee now agree to amend the Agreement and consequently, the Deed of Pledge such that the amount due on April 20, 2022
(the “Due Date”) as per Clause 3.2 (b) of the Agreement shall be reduced from three million two hundred thousand United States
Dollars (USD 3,200,000) (the “Original Deferred Payment”) to one million United States Dollars (USD 1,000,000) (the “First
Amended Deferred Payment”), with the remaining two million two hundred thousand United States Dollars (USD 2,200,000) to be paid
within ninety (90) days of the date the First Amended Deferred Payment is made by Pledgor (the “Second Amended Deferred Payment”).


 


Accordingly,
the Pledgor and Pledgee further agree to amend the Pledgee’s right of pledge pursuant to the Deed of Pledge to reflect that the
Secured Obligation is now defined as the amount owed in connection with the Second Amended Deferred Payment, and to take all actions
necessary to complete such amendment.


 


The
First Amended Deferred Payment and the Second Amended Deferred Payment shall be made by the Pledgor to the Pledgee’s account by
wire according to the following payment instructions:


 


Luminis
International BV


IBAN:
NL18 RABO 0302 0641 33


BIC/
SWIFT: RABONL2U


 


I
ask that you please acknowledge your agreement to Amend the Pledge of Shares in accordance with the above terms by signing below and
returning your signed copy of this letter to me no later than Monday, April 25, 2022.


 


Thank
you for your continued cooperation as we finalize this transaction.


 


Regards,


 


Dmitry
Kozko


Chief
Executive Officer


[signatures
on following pages]


 


Motorsport
Games


T   +1
305 507 8799


E
  info@motorsportgames.com


W www.motorsportgames.com


 




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Acknowledged
and Agreed:


 


	Motorsport
    Games Inc. (“Purchaser/Pledgor”) 	 
	 	 	 
	/s/ Dmitry Kozko	 
	By:
    	Dmitry
    Kozko                    	 
	Title:
    	CEO	 
	Date:
    	April
    22, 2022	 


 


	Technology
    in Business B.V. (“Seller/Pledgee”)	 
	 	 	 
	/s/ Laurens Miedema	 
	By:	Luminis
    International B.V.	 
	Title:	Director
    (jointly authorized)	 
	Date:	April
    25, 2022	 


 


	Technology
    in Business B.V. (“Seller/Pledgee”)	 
	 	 	 
	/s/ Hans Bossenbroek	 
	By:	Luminis
    International B.V.	 
	Title:	Director
    (jointly authorized)	 
	Date:	April
    25, 2022	 


 


PLEDGEE’S
SHAREHOLDERS’ COMPANIES:


 


	Hana-Bi
    B.V.	 
	 	 	 
	/s/ Hans Bossenbroek	 
	Name:	Hans
    Bossenbroek	 
	Title:	Director
    (solely authorized)	 
	Date:	April
    25, 2022	 


 


	Illac
    Holdings B.V.	 
	 	 	 
	 /s/ A.J. (John) Merrell	 
	Name:	A.J.
    (John) Merrell	 
	Title:	Director
    (solely authorized)	 
	Date:	April
    25, 2022	 


 


Motorsport
Games


T 
 +1 305 507 8799


E
  info@motorsportgames.com


W
www.motorsportgames.com



 




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	CruXBA
    B.V.	 
	 	 	 
	/s/ Laurens Miedema	 
	Name:	Laurens
    Miedema	 
	Title:	Director
    (solely authorized)	 
	Date:	April
    25, 2022	 


 


	Bassline
    B.V.	 
	 	 	 
	 /s/ Jeroen Bouvrie	 
	Name:	Jeroen
    Bouvrie	 
	Title:	Director
    (solely authorized)	 
	Date:	April
    25, 2022	 


 


PLEDGEE’S
SHAREHOLDERS:


 


	Hans
    Bossenbroek	 
	 	 	 
	/s/ Hans Bossenbroek	 
	Date:	April 25, 2022	 
	 	 	 
	John
    Merrell	 
	 	 	 
	/s/ John Merrell	 
	Date:	April
    25, 2022	 
	 	 	 
	Laurens Miedema	 
	 	 	 
	/s/ Laurens Miedema	 
	Date:	April
    25, 2022	 


 


	Jeroen
    Bouvrie	 
	 	 	 
	 /s/ Jeroen Bouvrie	 
	Date:	April
    25, 2022	 


 



Motorsport
Games


T 
 +1 305 507 8799


E
  info@motorsportgames.com


W
www.motorsportgames.com



 




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