Exhibit 10.2


 





INVESTMENT MANAGEMENT TRUST AGREEMENT


  


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of December 1, 2021 by and between Games & Esports
Experience Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-260852 (the “Registration Statement”) and prospectus (the
 “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each
of which consists 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 entitling the holder thereof to purchase one Ordinary Share (such initial
public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the
U.S. Securities and Exchange Commission;


 


WHEREAS, the Company has
entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and William
Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
named therein;


 


WHEREAS, if a Business Combination
(as defined herein) is not consummated within the initial 15 month period following the closing of the Offering, upon the request of
the Company’s sponsor, GEEX Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the Company
may extend such period up to two times, each by an additional three months for a total of up to 21 months (the “Paid Extension
Period”), to complete a Business Combination, with an automatic three-month extension (the “Automatic Extension Period”)
if the Company has filed a preliminary proxy statement, registration statement or similar filing for a Business Combination during the
15-month period or Paid Extension Period, to complete a Business Combination. In order to avail itself of the Paid Extension Period to
consummate a Business Combination, the Sponsor or its affiliates or permitted designees, upon five days advance notice prior to the applicable
deadline (each, the “Applicable Deadline”), shall deposit $1,750,000 (or $2,012,500 if the Underwriters’ over-allotment
option is exercised in full) into the Trust Account (as defined below) on or prior to the date of the Applicable Deadline for each three-month
extension (each, an “Extension”), in exchange for which the Sponsor will receive a non-interest bearing, unsecured
promissory note for each Extension payable upon consummation of a Business Combination;


 


WHEREAS, as described in
the Prospectus, $179,375,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $206,281,250 if the Underwriters’ option to purchase additional Units is exercised in full) and the proceeds from
any loans in connection with an Extension will be delivered to the Trustee to be deposited and held in a segregated trust account located
at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary
Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest
subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company
will be referred to together as the “Beneficiaries”);


 






    	 	 	 



     


    

 


WHEREAS, pursuant to the
Underwriting Agreement, a portion of the Property equal to $6,125,000, or $7,043,750 if the Underwriters’ option to purchase additional
Units is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 





WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1.            Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)            Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)            In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds
are invested or uninvested, the Trustee may earn bank credits or other consideration;


 


(d)            Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)            Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)            Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the
audit of the Company’s financial statements by the Company’s auditors;


 


(g)            Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 






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(h)            Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;





 


(i)            Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property 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), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
date which is the later of (1) 15 months after the closing of the Offering, (2) such later date upon an Automatic Extension
Period and/or one or more Paid Extension Periods effectuated pursuant to the terms hereof and (3) such later date as may be approved
by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association
(as may be amended from time to time, the “Charter”), if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property 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), shall be distributed to the Public Shareholders
of record as of such date;


 


(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount
of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of
the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long
as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed
that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;


 


(k)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D
(a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on
behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders
pursuant to the Company’s Charter;


 


(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above;
and


 






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(m)            Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least
five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar
amount specified in the Extension Letter on or prior to the Applicable Deadline, follow the instructions set forth in the Extension Letter.


 


2.            Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)            Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer
or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or
(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented
expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and
as may be provided in Section 2(b) hereof;


 


(d)            In
connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide
to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders
regarding such Business Combination;


 






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(e)            Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)            Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount
is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the
funds held in the Trust Account to the Company or any other person;


 


(g)            Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement;


 


(h)            If
the Company seeks to amend any provisions of its 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 the time frame set forth in the Charter (in each case,
an “Amendment”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
Business Combination activity, the Company will provide the Trustee with a letter (an “Amendment Notification Letter”)
in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption
option in connection with such Amendment;


 


(i)            If
applicable, issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the
Applicable Deadline, the Company received notice from the Sponsor that the Sponsor or its affiliates or permitted designees intend to
deposit funds into the Trust Account for extending the Applicable Deadline and the Board of Directors of the Company has approved such
Extension; and


 


(j)            Promptly
following the Applicable Deadline, disclose whether or not the deadline for the Company to consummate an initial Business Combination
has been extended.


 


3.            Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)            Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)            Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)            Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 






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(d)            Change
the investment of any Property, other than in compliance with Section 1 hereof;


 


(e)            Refund
any depreciation in principal of any Property;


 


(f)            Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)            The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith
and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the
Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)            Verify
the accuracy of the information contained in the Registration Statement;


 


(i)            Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(j)            File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k)            Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l)            Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k) hereof.


 






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4.            Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


  


5.            Termination.
This Agreement shall terminate as follows:


 


(a)            If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the Company does not locate a successor trustee within 90 days of receipt of
the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State
of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever; or


 


(b)            At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


(c)            If
the Offering is not consummated within ten business days of the date of this Agreement, in which case any funds received by the Trustee
from the Company or the Sponsor, for purposes of funding the Trust Account shall be promptly returned to the Company or the Sponsor,
as applicable.


 


6.            Miscellaneous.


 


(a)            The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 






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(b)            This
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. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)            This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of 65% of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of
the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly
elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement (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 its Ordinary Shares if the Company does not complete its initial Business Combination within the time
frame specified in the Company’s Charter or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial Business Combination activity), this Agreement or any provision hereof may only be changed, amended or modified (other
than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this 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 by electronic
mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attention: Fran Wolf and Celeste Gonzalez 


Email:
fwolf@continentalstock.com

           cgonzalez@continentalstock.com


 


if to the Company, to:


 


Games & Esports Experience Acquisition Corp. 


7381 La Tijera Blvd. 


P.O. Box 452118 


Los Angeles, California 90045 


Attention: Ari Segal


Email: as@geexcorp.com


 






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in each case, with copies to:


 


Sidley Austin LLP 


One South Dearborn Street 


Chicago, Illinois 60603 


Attention: Michael P. Heinz; David C. Buck 


E-mail:     mheinz@sidley.com;
dbuck@sidley.com


 


and


 


J.P. Morgan Securities LLC 


383 Madison Avenue 


New York, New York 10179


 


and


 


William Blair & Company, L.L.C. 


150 North Riverside Plaza 


Chicago, IL 60606


 


and


 


Paul Hastings LLP 


515 South Flower Street, 25th Floor 


Los Angeles, California 90071 


Attention: Jonathan Ko 


Email: jonathanko@paulhastings.com


 


(f)            Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not
make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


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


 


(h)            This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute 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.


 






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(i)            Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives on behalf of the Underwriters are third-party
beneficiaries of this Agreement.


 


(j)            Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity
without the other party’s consent.


 


(Signature Page Follows)


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 





	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	as Trustee
	 	 
	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 
	 	GAMES & ESPORTS EXPERIENCE ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/ Ari Segal
	 	 	Name: Ari Segal
	 	 	Title: Chief Executive Officer


 


Signature Page to
Investment Management Trust Agreement


 






    	 	 	 



     


    




 


Schedule A


 


	Fee
                           Item
	Time
                           and method of payment
	Amount

	 	 	 
	Initial acceptance fee	Initial closing of Offering by wire transfer	$3,500.00
	Annual fee	Payable annually. First
    year fee payable at initial closing of Offering by wire transfer; thereafter on the anniversary of the closing date of the Offering
    by wire transfer or check	$10,000.00
	Transaction processing fee for disbursements to Company
    under Sections 1(i), (j), and (k)	Billed to Company following disbursement made to Company
    under Section 1	$250.00
	Paying Agent services as required pursuant to Section 1(i) and
    1(k)	Billed to Company upon delivery of service pursuant
    to Section 1(i) and 1(k)	Prevailing rates


 





 






    	 	 	 



     


    




 


Exhibit A


 


[Letterhead of Company] 





 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Games & Esports Experience Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 1, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with                
(the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual date (or such shorter time
period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the
proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the
Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating account at J.P. Morgan Chase
Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date,
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will
be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other
authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer
of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 






    	 	 	 



     


    

 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and the Company has not notified you on or before
the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company,
the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly
    yours,
	 	 
	 	Games &
    Esports Experience Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc:    J.P. Morgan Securities
LLC 


William Blair &
Company, L.L.C.


 






    	 	 	 



     


    

 


 


Exhibit B


 


[Letterhead of Company]





 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Games & Esports Experience Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 1, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s Charter, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected
                  as the effective date for the purpose
of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that
no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account You agree to be
the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Shareholders in accordance with the terms of the Trust Agreement and the Charter of the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


 


	 	Very truly
    yours,
	 	 
	 	Games &
    Esports Experience Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc:    J.P. Morgan Securities
LLC 


William Blair &
Company, L.L.C.


 






    	 	 	 



     


    




  


Exhibit C


 


[Letterhead of Company]





 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Games & Esports Experience Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 1, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $               
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly
    yours,
	 	 
	 	Games &
    Esports Experience Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc:   J.P. Morgan Securities LLC 


William Blair &
Company, L.L.C.


 






    	 	 	 



     


    




 


Exhibit D


 


[Letterhead of Company]





 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Shareholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Games & Esports Experience Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 1, 2021 (the “Trust
Agreement”),, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$                of the proceeds of the Trust Account to the
trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested redemption of their
shares in connection with such Amendment. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


The Company needs such funds
to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100%
of its Ordinary Shares if the Company has not consummated an initial Business Combination within such time frame as is set forth in the
Charter or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter
to a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly
    yours,
	 	 
	 	Games &
    Esports Experience Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc:    J.P. Morgan Securities
LLC 


William Blair &
Company, L.L.C.


 






    	 	 	 



     


    




  


Exhibit E





 


[Letterhead of Company] 





 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account – Extension Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(m) of
the Investment Management Trust Agreement between Games & Esports Experience Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 1, 2021 (the “Trust
Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for
an additional three months, from to (the “Extension”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


This Extension Letter shall
serve as the notice required with respect to the Extension prior to the Applicable Deadline.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $[ ] (or $[ ] if the underwriters’ over-allotment option was exercised
in full), which will be wired to you, into the Trust Account investments upon receipt.


 


This is the of up to two
Extension Letters.


 


 





	 	Very truly
    yours,
	 	 
	 	Games &
    Esports Experience Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 


cc:   J.P. Morgan Securities LLC 


William Blair &
Company, L.L.C.