EX-10.1 2 ex10-1.htm

 

Exhibit 10.1

 

A close up of a sign Description automatically generated

 

Technology in Business B.V.

Luminis International B.V.

Attn: Directors and Shareholders

 

Dated July 21, 2022 and effective as of July 19, 2022

 

Re: Second Amendment to the Share Purchase Agreement and Pledge of Shares

 

Dear Directors and Shareholders,

 

Reference is made to that certain Agreement to Amend the Share Purchase Agreement and Pledge of Shares entered into on April 22, 2022 (the “First Amendment”) between Motorsport Games Inc. (the “Pledgor”), Technology in Business B.V. (the “Pledgee”) and Studio 397 B.V. (the “Company”) in connection with amending 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, and, consequently the Deed of Pledge related to the Agreement with respect to the payment dates and the payment amounts as amended by the First Amendment.

 

This letter agreement (this “Second Amendment”) serves to confirm our mutual agreement to further amend the Agreement and, consequently the Deed of Pledge, each with respect to the payments dates and payment amounts of the Second Amended Deferred Payment (as defined in the First Amendment) as follows:

 

The Second Amended Deferred Payment (in the current outstanding amount of two million two hundred thousand United States Dollars (USD $2,200,000)) shall be paid in installments as follows:

 

(a)       an initial installment of three hundred and thirty thousand United States Dollars (USD $330,000) payable within five (5) business days of the date of execution of this Second Amendment by all parties hereto;

 

(b)       from August 15, 2022 through December of 2022, monthly installments of one hundred thousand United States Dollars (USD $100,000), payable on the 15th day of each month; and

 

(c)       from January 15, 2023 until such time as the entire unpaid USD $1,870,000 balance of the Second Amended Deferred Payment, together with simple interest on the unpaid balance accruing, starting on the date of this Second Amendment, at 15% per annum, is paid in full, monthly installments of one hundred fifty thousand United States Dollars (USD $150,000), payable on the 15th day of each month.

 

Payment shall continue to be made 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 each of the Agreement and the Pledge of Shares in accordance with the above terms by signing this Second Amendment below and returning your signed copy of this Second Amendment to me no later than Thursday, July 21, 2022. Thank you for your continued cooperation as we finalize this transaction.

 

Regards,

 

/s/ Dmitry Kozko  
   
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: July 21, 2022  

 

Technology in Business B.V. (“Seller/Pledgee”)

 

/s/ Laurens Miedema  
By: Luminis International B.V.  
Title: Director (jointly authorized)  
Date: July 21, 2022  

 

Technology in Business B.V. (“Seller/Pledgee”)

 

/s/ Hans Bossenbroek  
By: Luminis International B.V.  
Title: Director (jointly authorized)  
Date: July 21, 2022  

 

PLEDGEE’S SHAREHOLDERS’ COMPANIES:

 

Hana-Bi B.V.

 

/s/ Hans Bossenbroek  
Name: Hans Bossenbroek  
Title: Director (solely authorized)  
Date: July 21, 2022  

 

Illac Holdings B.V.

 

/s/ A.J. (John) Merrell  
Name: A.J. (John) Merrell  
Title: Director (solely authorized)  
Date: July 21, 2022  

 

CruXBA B.V.

 

/s/ Laurens Miedema  
Name: Laurens Miedema  
Title: Director (solely authorized)  
Date: July 21, 2022  

 

Motorsport Games

T    +1 305 507 8799

E    info@motorsportgames.com

W  www.motorsportgames.com

 

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Bassline B.V.

 

/s/ Jeroen Bouvrie  
Name: Jeroen Bouvrie  
Title: Director (solely authorized)  
Date: July 21, 2022  

 

PLEDGEE’S SHAREHOLDERS:

 

Hans Bossenbroek

 

/s/ Hans Bossenbroek  
Date: July 21, 2022  

 

John Merrell

 

/s/ John Merrell  
Date: July 21, 2022  

 

Laurens Miedema

 

/s/ Laurens Miedema  
Date: July 21, 2022  
   

 

Jeroen Bouvrie

 

/s/ Jeroen Bouvrie  
Date: July 21, 2022  

 

Motorsport Games

T    +1 305 507 8799

E    info@motorsportgames.com

W  www.motorsportgames.com

 

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