Letter Agreement, dated April 22, 2022, to amend Share Purchase Agreement and Pledge of Shares among Motorsport Games Inc., Luminis International BV, Technology In Business B.V. and certain Technology In Business B.V shareholders parties thereto
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
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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
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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
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