FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 7th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 1, 2021, by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENT between Games & Esports Experience Acquisition Corp. and Continental Stock Transfer & Trust Company Dated December 1, 2021Warrant Agreement • December 7th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
This warrant agreement (this “Agreement”), dated December 1, 2021, is by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 7th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 1, 2021, is entered into by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and GEEX Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
Games & Esports Experience Acquisition Corp.Securities Subscription Agreement • November 8th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of GEEX Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s shares of Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless t
UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 17,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 2,625,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representatives” as used herein shall mean you, as Underwriters.
WARRANT AGREEMENT Games & Esports Experience Acquisition Corp. and Continental Stock Transfer & Trust Company Dated [●], 2021Warrant Agreement • November 8th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
This warrant agreement (this “Agreement”), dated [●], 2021, is by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2021, is made and entered into by and among Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), GEEX Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto, (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 1, 2021 by and between Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Games & Esports Experience Acquisition Corp. Los Angeles, California 90045Letter Agreement • November 26th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to
Games & Esports Experience Acquisition Corp. Los Angeles, California 90045Letter Agreement • December 7th, 2021 • Games & Esports Experience Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2023 • Games & Esports Experience Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of March 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Games & Esports Experience Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
