Letter Agreement, dated July 21, 2022 but effective as of July 19, 2022, to further 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

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

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 15^th 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 15^th 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,

[signatures on following pages]

Motorsport Games

T    +1 ###-###-####

E     ***@***

W  www.motorsportgames.com

Acknowledged and Agreed:

Motorsport Games Inc. (“Purchaser/Pledgor”)

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

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

PLEDGEE’S SHAREHOLDERS’ COMPANIES:

Hana-Bi B.V.

Illac Holdings B.V.

CruXBA B.V.

Motorsport Games

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E     ***@***

W  www.motorsportgames.com

Bassline B.V.

PLEDGEE’S SHAREHOLDERS:

Hans Bossenbroek

John Merrell

Laurens Miedema

Jeroen Bouvrie

Motorsport Games

T    +1 ###-###-####

E     ***@***

W  www.motorsportgames.com