Exhibit 10.1


 


Games & Esports Experience Acquisition
Corp.


 


April 7, 2021


 


GEEX Sponsor, LLC


 


RE:         Securities
Subscription Agreement


 


Ladies and Gentlemen:


 


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 the context otherwise
requires, as used herein “Shares” shall be deemed to include any Class A Shares issued upon conversion of the
Class B Shares comprising the Shares. The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company
and the Subscriber’s agreements regarding such Shares, are as follows:


 


1.   Subscription of Shares. For
the sum of $25,000, which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the
Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth
in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall register the Shares in the
name of the Subscriber on the register of members of the Company.


 


2.   Representations, Warranties
and Agreements.


 


2.1   Subscriber’s
Representations, Warranties and Agreements.  To induce the Company to issue the Shares to the Subscriber, the Subscriber
hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1   No
Government Recommendation or Approval.  The Subscriber understands that no federal or state agency has passed upon or made
any recommendation or endorsement of the offering of the Shares.


 


2.1.2   No
Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement of the
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or
regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3   Organization
and Authority.  The Subscriber is a Delaware limited liability company, validly existing and in good standing under the
laws of the State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by
this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable
against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4   Experience,
Financial Capability and Suitability.  The Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for
an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and therefore cannot be sold unless such transaction is registered under the Securities Act or an exemption from such
registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity
to protect its own interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (x) an
effective registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale.
The Subscriber is able to bear the economic risks of an investment in the Shares and can afford a complete loss of the Subscriber’s
investment in the Shares.


 






    


    


    

 


2.1.5   Access
to Information; Independent Investigation.  Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own
knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the
information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information
or to make any representations which were not furnished pursuant to this Section 2, and the Subscriber has not relied on any
other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations
and/or its prospects.


 


2.1.6   Private
Placement.  The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made in reliance on a private placement
exemption applicable to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the Securities
Act or similar exemptions under state law.


 


2.1.7   Investment
Purposes.  The Subscriber is purchasing and subscribing for the Shares solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of
Rule 502 of Regulation D under the Securities Act.


 


2.1.8   Restrictions
on Transfer; Shell Company.  The Subscriber understands the Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the book-entries representing the
Shares will contain a legend or notation in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge
or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to (i) registration
under the Securities Act or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of its Shares
or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may, at the Company’s
option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption,
the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to the Subscriber for the resale of the Shares until at least one year following consummation of the initial business
combination of the Company (which may not occur), despite technical compliance with the requirements of Rule 144 and the release
or waiver of any contractual transfer restrictions.


 


2.1.9   No
Governmental Consents.  No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2   Company’s
Representations, Warranties and Agreements.  To induce the Subscriber to purchase the Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1   Organization
and Corporate Power.  The Company is a Cayman Islands exempted corporation and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 






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2.2.2   No
Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Company’s Memorandum and Articles of
Association, as amended to the date hereof (the “Organizational Documents”), (ii) any agreement, indenture or
instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any
agreement, order, judgment or decree to which the Company is subject.


 


2.2.3   Title
to Shares.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents,
the Shares will be duly and validly issued as fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to,
the terms hereof and the Organizational Documents, the Subscriber will have or receive good title to the Shares, free and clear of all
liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements to which
the Shares may be subject, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Subscriber.


 


2.2.4   No
Adverse Actions.  There are no actions, suits, investigations or proceedings pending, threatened against or affecting the
Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this
Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection
with any transactions.


 


2.2.5   Authorization.  The
Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and reserved for issuance upon such
conversion.


 


3.   Forfeiture of Shares.


 


3.1   Partial
or No Exercise of the Over-allotment Option.  In the event the Over-allotment Option granted to the underwriters
of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares,
subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires
(or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such
number of Shares (up to an aggregate of 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such
that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Ordinary Shares immediately
following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).


 


3.2   Termination
of Rights as Shareholder.  If any of the Shares are forfeited in accordance with this Section 3, then after
such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company
shall take such action as is appropriate to cancel such forfeited Shares.


 


4.   Waiver of Liquidation Distributions;
Redemption Rights.  In connection with the Shares purchased and subscribed for pursuant to this Agreement, the Subscriber
hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account
which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds
of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases securities
in the IPO or in the aftermarket, any Class A Shares so purchased and subscribed for shall be eligible to receive any liquidating
distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of Ordinary Shares held by
it into funds held in the Trust Account upon the successful completion of an initial business combination.


 


5.   Restrictions on Transfer.


 


5.1   Securities
Law Restrictions.  In addition to any restrictions to be contained in that certain letter agreement (commonly known as an
 “Insider Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company and the
other parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the
Shares unless, prior thereto (i) a registration statement on the appropriate form under the Securities Act and applicable state securities
laws with respect to the Shares proposed to be transferred shall then be effective or (ii) the Company has received, if requested
by the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction
is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder
and with all applicable state securities laws.


 






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5.2   Lock-up.  The
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the
Insider Letter.


 


5.3   Restrictive
Legends.  The book-entries representing the Shares shall contain legends or notations thereon substantially to the effect
as follows:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
(IF THE COMPANY SO REQUESTS), IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO A LOCK-UP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP.”


 


5.4   Additional
Shares or Substituted Securities.  In the event of the declaration of a share dividend, the declaration of a special dividend
payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted or additional
securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5
or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3
hereof. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of
Ordinary Shares subject to this Section 5 and Section 3 hereof.


 


5.5   Registration
Rights.  The Subscriber acknowledges that the Shares are being purchased and subscribed for pursuant to an exemption from
the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are
registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration
Rights Agreement”).


 


6.   Other Agreements.


 


6.1   Further
Assurances.  The Subscriber agrees to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 


6.2   Notices.  All
notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as
may be designated in writing by such party and (iii) by electronic mail, to the email address most recently provided to such party
or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


6.3   Entire
Agreement.  This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially in
the form to be filed as an exhibit to the Company’s Registration Statement on Form S-1 for the IPO, embodies the entire agreement
and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of
any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions
of this Agreement.


 






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6.4   Modifications
and Amendments.  The terms and provisions of this Agreement may be modified or amended only by written agreement executed
by all parties hereto.


 


6.5   Waivers
and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and
shall not constitute a continuing waiver or consent.


 


6.6   Assignment.  The
rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.


 


6.7   Benefit.  All
statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure
to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to
create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.


 


6.8   Governing
Law.  This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of the State of New York.


 


6.9   Severability.  In
the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.


 


6.10   No
Waiver of Rights, Powers and Remedies.  No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such
party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right
of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall
entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice
or demand.


 


6.11  Survival
of Representations and Warranties.  All representations and warranties made by the parties hereto in this Agreement or in
any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and
any investigations made by or on behalf of the parties.


 


6.12   No
Broker or Finder.  Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such
party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13   Headings
and Captions.  The headings and captions of the various sections of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 






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6.14   Counterparts;
Electronic Signature.  This Agreement may be executed in one or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were
an original thereof. The words “execution,” “signed,” “signature,” and words of like import in this
Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and
other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


6.15   Construction.  The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise
favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will
have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.


 


6.16   Mutual
Drafting.  This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.   Surrender of Class B
Ordinary Share. The Subscriber hereby surrenders to the Company for cancellation and for nil consideration one Class B ordinary
share of a par value $0.0001 standing in its name in the register of members of the Company.


 


8.   Voting and Redemption of Shares.  The
Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval
to the Company’s shareholders and shall not seek redemption or repurchase with respect to any of the Shares in connection with an
initial business combination or any amendment to the Organizational Documents, as amended, prior to an initial business combination. Additionally,
the Subscriber agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s shareholders
in connection with an initial business combination negotiated by the Company.


 


9.   Indemnification.  Each
party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred
as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


(Signature Page Follows)


 









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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 	 
	 	GAMES & ESPORTS EXPERIENCE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Ari Segal
	 		Name: Ari Segal
	 		Title: Authorized Signatory




 


 


	GEEX SPONSOR, LLC	 
	 	 
	 	 	 
	By:	/s/ Ari Segal	 
		Name: Ari Segal	 
		Title: Authorized Signatory	 




 


Signature
Page to Securities Subscription Agreement