Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of [●], 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”).


 


RECITALS


 


WHEREAS, the Sponsor
purchased 4,312,500 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B
Ordinary Shares”);


 


WHEREAS, the Class B
Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions
provided in the Company’s amended and restated memorandum and articles of association, as may be amended from time to time;


 


WHEREAS, on the date
hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor
agreed to purchase 9,000,000 warrants (or up to 10,012,500 warrants if the Underwriters’ (as defined below) option to purchase additional
units in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended Business Combination (as defined below) or any loans in connection
with a paid extension of the time period for the Company to complete a Business Combination, the Sponsor or certain of the Company’s
officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $4,950,000 of such
loans may be convertible into an additional 4,950,000 Private Placement Warrants (the “Working Capital Warrants”);
and


 


WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights
with respect to certain securities of the Company, as set forth in this Agreement.


 






    


     


    

 


NOW, THEREFORE,
in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:





 


Article I Definitions


 


1.1          Definitions.


 


The terms defined in this
Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer, President, Secretary or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) the Company
has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities involving the Company.


 


“Class B Ordinary
Shares” shall have the meaning given in the Recitals hereto.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.3.1.


 


“Founder Shares”
shall mean the Class B Ordinary Shares and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares Lock-Up
Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion
of the Company’s initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last
reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property.


 






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“Holders”
shall have the meaning given in the Preamble.


 


“Insider Letter”
shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the other parties thereto.


 


“Maximum Number of
Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Ordinary Shares”
shall have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-Up Period or Private Placement Lock-Up Period, as the case may be, under the Insider Letter
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement
Lock-Up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private
Placement Warrants or their Permitted Transferees, and the Ordinary Shares issuable upon the exercise of such Private Placement Warrants,
the period ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the
conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants (and any Ordinary Shares
issued or issuable upon the exercise of such Private Placement Warrants), (c) the Working Capital Warrants (and any Ordinary Shares
issued or issuable upon the exercise of such Working Capital Warrants), (d) any outstanding Ordinary Shares or any other equity security
(including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of
the date of this Agreement, and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary
Shares by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be
Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities (or the book entry equivalent)
not bearing a legend restricting further transfer shall have been delivered by or on behalf of the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; or (iii) such securities shall have ceased to be outstanding.


 






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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(i) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Ordinary Shares are then listed;


 


(ii) fees and
expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in
connection with blue sky qualifications of Registrable Securities);


 


(iii) printing,
messenger, telephone and delivery expenses;


 


(iv) reasonable
fees and disbursements of outside counsel for the Company;


 


(v) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(vi) reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration or the Takedown Requesting Holder initiating an Underwritten Shelf
Takedown.


 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 






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“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall have the meaning given in subsection 2.3.1.


 


“Sponsor”
shall have the meaning given in the Preamble hereto.


 


“Subsequent Shelf
Registration” shall have the meaning given in subsection 2.3.2.


 


“Takedown
Requesting Holder” shall have the meaning given in subsection 2.3.3.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in subsection 2.3.3.


 


“Working Capital
Warrants” shall have the meaning given in the Recitals hereto.


 


Article II Registrations


 


2.1          Demand
Registration.


 


2.1.1          Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding
number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part
of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration
and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company
shall, within five business days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable
Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within
three business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities
included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not
more than 45 days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities
requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company
be obligated to effect more than an aggregate of three Registrations pursuant to a Demand Registration under this subsection 2.1.1
with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such
purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further
that an Underwritten Shelf Takedown shall not count as a Demand Registration.


 






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2.1.2          Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided further that if, after such
Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration
is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency
the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such
stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating
such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing,
but in no event later than five days, of such election; provided further that the Company shall not be obligated or required to
file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3          Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 






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2.1.4          Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to
sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting
Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if
any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding
Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as
 “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that
the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other
equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written
contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5          Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2          Piggyback
Registration.


 


2.2.1          Piggyback
Rights. If, at any time on or after the date the Company consummates an initial Business Combination, the Company proposes to file
a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the
Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written
notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than seven days before
the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to
be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such
number of Registrable Securities as such Holders may request in writing within three business days after receipt of such written notice
(such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included
in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted
in accordance with subsection 2.3.3.


 






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2.2.2          Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration
(other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in
the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken
together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities
as to which registration has been requested pursuant to Section 2.2 hereof and (iii) the Ordinary Shares, if any, as
to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders
of the Company, exceeds the Maximum Number of Securities, then:


 


(a)          If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1
hereof, Pro Rata based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register
its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities;
and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration
rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 






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(b)          If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or
entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold
without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can
be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of
other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3          Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 


2.2.4          Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3          Shelf
Registrations.


 


2.3.1          The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their
Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”),
or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement
filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities
included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three
days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf,
the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder
of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration
shall so notify the Company, in writing, within three business days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than ten days after the Company’s initial receipt of such written request for a Registration
on a Shelf, the Company shall file a Registration Statement relating to all or such portion of such Holder’s Registrable Securities
as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining
in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the
Company shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable
Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose
to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000.
The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and
file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously
effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable
efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.


 






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2.3.2          If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are
still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf
to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness
of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration
statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such
Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf
Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration
to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such
Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until
such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3
to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate
form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the
Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities
to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf
Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration
shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities
to be so covered once annually after inquiry of the Holders.


 






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2.3.3          At
any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any
portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such
offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts)
reasonably expected to exceed, in the aggregate, $5,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written
notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the
approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net
of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown
the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior
to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder
(including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall
consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not
be unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected
pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1
hereof.


 


2.3.4          If
the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown
Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting
Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to
sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first,
the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares
or other equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities,
determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to
be included in such Underwritten Shelf Takedown.


 


2.3.5          The
Sponsor and the Takedown Requesting Holders (if any) shall have the right to withdraw from an Underwritten Shelf Takedown for any or no
reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from
such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the
contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten
Shelf Takedown prior to a withdrawal under this subsection 2.3.5.


 






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2.4          Restrictions
on Registration Rights. If (A) during the period starting with the date 60 days
prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date
of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Company stating that in the good
faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future
and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right
to defer such filing for a period of not more than 30 days; provided, however, that the Company shall not defer its obligation
in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration
shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by
any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.


 


Article III Company Procedures


 


3.1          General
Procedures. If at any time on or after the date the Company consummates an initial
Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof,
and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1          prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;


 


3.1.2          prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3          prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 






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3.1.4          prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5          cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6          provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7          advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8          at
least five days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement
or Prospectus (other than by way of a document incorporated by reference ) furnish a copy thereof to each seller of such Registrable Securities
or its counsel;


 


3.1.9          notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10          permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection
with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 






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3.1.11          obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12          on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13          in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14          make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.15          if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16          otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2          Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It
is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities,
such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the
definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 






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3.3          Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten
Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees
to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary
documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.4          Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration
Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities
until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is
advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use
of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would
require the inclusion in such Registration Statement financial statements that are unavailable to the Company for reasons beyond the Company’s
control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of,
or suspend use of, such Registration Statement for the shortest period of time, but in no event more than 30 days, determined in good
faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the
Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any
Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of
the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5          Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all
times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The
Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission, to the extent that such rule or such successor rule is available to the Company), including providing customary
legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 






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Article IV Indemnification and Contribution


 


4.1          Indemnification.


 


4.1.1          The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2          In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and out-of-pocket
expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue statement of material fact
contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use
therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders
of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable
Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3          Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all
respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which
settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.


 






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4.1.4          The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5          If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such
Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3
above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such
fraudulent misrepresentation.


 






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Article V Miscellaneous


 


5.1          Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or
facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and,
in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 7381 La Tijera
Blvd., P.O. Box 452118, Los Angeles, California 90045, Attention: Ari Segal, with copy to; Sidley Austin LLP, One South Dearborn
Street, Chicago, Illinois 60603, Attention: Michael P. Heinz and David C. Buck; and, if to any Holder, at such Holder’s address
or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and
from time to time by written notice to the other parties hereto, and such change of address shall become effective 30 days after delivery
of such notice as provided in this Section 5.1.


 


5.2          Assignment;
No Third Party Beneficiaries.


 


5.2.1          This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2          Prior
to the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee.


 


5.2.3          This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4          This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement, including Sections 4.1 and 5.2 hereof.


 


5.2.5          No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3          Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.


 






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5.4          Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced. The words “execution,”
 “signed,” “signature,” and words of like import in this Letter Agreement or in any other certificate, agreement
or document related to this Letter Agreement, if any, 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.


 


5.5          Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.


 


5.6          Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF
THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF
NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO
THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


5.7          Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right
to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of,
connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Sponsor in the negotiation,
administration, performance or enforcement hereof.


 


5.8          Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least
a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions
set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided,
however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in
its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity)
shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate
as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this
Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such
party.


 






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5.9          Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only
and shall not affect the construction of any provision of this Agreement.


 


5.10          Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which
such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing,
is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen
or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained.
No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.


 


5.11          Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement
to be observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action
at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


5.12          Other
Registration Rights. The Company represents and warrants that no person, other than a Holder
of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such
securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of
any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement
or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.


 


5.13          Term.
This Agreement shall terminate (a) in its entirety upon the earlier of (i) the tenth anniversary of the date of this Agreement
and (ii) the date as of which no Registrable Securities remain outstanding and (b) in part with respect to any Holder upon such
Holder ceasing to hold Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any
such termination.


 


5.14          Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the
total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.


 


(Signature Page Follows)


 






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IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	Company:
	 	 
	 	GAMES & ESPORTS EXPERIENCE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Ari Segal
	 	 	Chief Executive Officer
	 	 	 
	 	Holders:
	 	 
	 	GEEX SPONSOR, LLC
	 	 	 
	 	By:	
	 	 	Ari Segal
	 	 	Authorized Person
	 	 	 
	 	 
	 	Ari Segal
	 	 
	 	 
	 	Tomi Kovanen
	 	 
	 	 
	 	Margaret C. Whitman
	 	 
	 	 
	 	Steven A. Cohen
	 	 
	 	 
	 	Yuri Uchiyama
	 	 
	 	 
	 	Stephen A. Kaplan




 


Signature
Page to Registration Rights Agreement