Exhibit 10.3





 


[●], 2021


 


Games & Esports Experience Acquisition Corp.


7381 La Tijera Blvd.


P.O. Box 452118


Los Angeles, California 90045


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Games & Esports Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”)
of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”) of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may
be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised
of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and
one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase
one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms
used herein are defined in paragraph 1 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, GEEX Sponsor, LLC, a Delaware limited liability company (the
 “Sponsor”), and each of the undersigned individuals (each, an “Insider” and, collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1.            Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination, with one or more businesses or entities; (ii) “Founder
Shares” shall mean the 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior
to the consummation of the Public Offering (up to 562,500 of which are subject to forfeiture depending on the extent to which the Underwriters’
option to purchase additional Units is exercised); (iii) “Private Placement Warrants” shall mean the warrants
to purchase Ordinary Shares of the Company that will be acquired by the Sponsor for an aggregate purchase price of $9,000,000 (or up to
$10,012,500 if the Underwriters exercise their option to purchase additional Units in full), or $1.00 per Warrant, in a private placement
that shall close simultaneously with the consummation of the Public Offering (including the Ordinary Shares issuable upon exercise of
such Private Placement Warrants thereof); (iv) “Public Shareholders” shall mean the holders of Ordinary Shares
included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included
in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion
of the net proceeds of the Public Offering and a portion of the proceeds of the sale of the Private Placement Warrants shall be deposited;
(vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase
of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter”
shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.


 






     


     


    

 


2.            Representations
and Warranties.


 


(a)            The
Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the
full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve
as an officer or advisor of the Company and/or a director on the Company’s Board of Directors (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer, advisor
and/or director of the Company, as applicable.


 


(b)            Each
Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished to the
Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any
material information with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company is true
and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent in any
legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings
in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has never been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.


 


3.            Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed
Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself,
agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed
initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him,
as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection
with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder
approval.


 






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4.            Failure
to Consummate a Business Combination; Trust Account Waiver.


 


(a)            The
Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate
its initial Business Combination within 15 months from the closing of the Public Offering (or up to 24 months if the Company extends the
time to complete its initial Business Combination in accordance with the Charter, or such later period approved by the Company’s
shareholders in accordance with the Charter), the Sponsor and each Insider shall take all reasonable steps to cause the Company to: (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net
of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and
dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to
propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption
of the Public Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not
complete an initial Business Combination within 15 months from the closing of the Public Offering (or up to 24 months if the Company extends
the time to complete its initial Business Combination in accordance with the Charter, or such later period approved by the Company’s
shareholders in accordance with the Charter) or (B) with respect to any other provision relating to shareholders’ rights or
pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Public
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes,
divided by the number of then-outstanding Public Shares.


 


(b)            The
Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or
claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the
Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive,
with respect to any Public Shares and Founder Shares held by it, her or him, as applicable, any redemption rights it, she or he may have
in connection with (i) the consummation of an initial Business Combination, including, without limitation, any such rights available
in the context of a shareholder vote to approve such Business Combination, (ii) a shareholder vote to approve an amendment to the
Charter (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares
in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial
Business Combination within 15 months from the closing of the Public Offering (or up to 24 months if the Company extends the time to complete
its initial Business Combination in accordance with the Charter, or such later period approved by the Company’s shareholders in
accordance with the Charter) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity, or (iii) in the context of a tender offer made by the Company to purchase Public Shares prior to the consummation
of an initial Business Combination (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any
Public Shares they hold if the Company fails to consummate an initial Business Combination within 15 months from the closing of the Public
Offering (or up to 24 months if the Company extends the time to complete its initial Business Combination in accordance with the Charter,
or such later period approved by the Company’s shareholders in accordance with the Charter)).


 






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5.            Lock-up;
Transfer Restrictions.


 


(a)            The
Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until
the earlier of (A) one year after the completion of an initial Business Combination and (B) the date following the completion
of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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
(the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to an Business Combination, the
closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share
consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder
Shares Lock-up.


 


(b)            The
Sponsor and Insiders agree that they shall not effectuate any Transfer of the Private Placement Warrants or Ordinary Shares underlying
such Private Placement Warrants until 30 days after the completion of an initial Business Combination.


 


Notwithstanding the provisions set forth in paragraphs
5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Warrants and Ordinary Shares underlying the
Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliate or family member of any
of the Company’s officers or directors, any members of the Sponsor, their affiliates, or any affiliates of the Sponsor; (b) in
the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which
is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case
of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement
or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at
which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue
of the laws of the State of Delaware or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (g) in
the event of the Company’s liquidation prior to the completion of an initial Business Combination; (h) to the Company for no
value for cancellation in connection with the consummation of an initial Business Combination; or (i) in the event of the Company’s
completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (f), these permitted transferees must enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Letter
Agreement (including provisions relating to voting, the Trust Account and liquidation distributions).


 






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(c)            During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities
convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable.


 


6.            Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3,
4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 


7.            Payments
by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer
of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


8.          Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and each director and officer of the Company shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9.            Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the
liquidation of the Company.


 






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10.            Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
15 months from the closing of the Public Offering (or up to 24 months if the Company extends the time to complete its initial Business
Combination in accordance with the Charter, or such later period approved by the Company’s shareholders in accordance with the Charter),
the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any
claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with
which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement
(a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall
apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company or
a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per
Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s
tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor
shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.


 


11.            Forfeiture
of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase up to an additional 2,250,000 Units
within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender
to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder
Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and
Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share
capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public
Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder
Shares outstanding at such time.


 


12.            Entire
Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written
instrument executed by all parties hereto.


 


13.            Assignment.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of
the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees. The Company,
the Sponsor and each Insider hereby acknowledges and agrees that each of the Representatives on behalf of the several Underwriters is
a third party beneficiary of this Letter Agreement.


 






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14.            Counterparts;
Electronic Signatures. This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument. 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.


 


15.            Effect
of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect
the interpretation thereof.


 


16.            Severability.
This Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.            Governing
Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


18.            Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 


(Signature Page Follows)


 






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	 	Sincerely,
	 	 
	 	GEEX Sponsor, LLC
	 	 
	 	By:	 
	 	 	Ari Segal
	 	 	Authorized Person
	 	 
	 	Ari Segal
	 	 
	 	 
	 	Tomi Kovanen
	 	 
	 	 
	 	Margaret C. Whitman
	 	 
	 	 
	 	Steven A. Cohen
	 	 
	 	 
	 	Yuri Uchiyama
	 	 
	 	 
	 	Stephen A. Kaplan




 


Acknowledged and Agreed:


 


Games & Esports
experience acquisition corp.


 


	By:	 	 
	 	Ari Segal	 
	 	Chief Executive Officer	 




 


Signature
Page to Letter Agreement