Common use of Sale of Common Stock Clause in Contracts

Sale of Common Stock. (a) Subject to applicable Law, no Registrable Securities shall be sold by FaZe Media without the prior written consent of the Game Director and the Kxxxxx Director; provided, that the consent of the Game Director shall not be required to effectuate the sale of Registrable Securities pursuant to and in accordance with this Agreement: (i) if, with respect to a share of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share of Common Stock is at least 5% greater or less than the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Agreement; (iv) to sell shares of Common Stock to cover any tax obligations of FaZe Media in connection with the vesting, payment or delivery of shares of Common Stock pursuant to the License Agreement; or (v) following any sale of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement to the contrary, (i) if as a result of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested by the Kxxxxx Investor, on the terms indicated by the Kxxxxx Investor, and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Media, without the prior written consent of the Game Director. (c) For the avoidance of doubt, any action permitted to be taken pursuant to this Section 5 without the written consent of the Game Director may be taken by FaZe Media at the direction of the Kxxxxx Director without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe Media.

Sale of Common Stock. (a) Subject to applicable Lawthe terms and conditions hereof, no Registrable Securities shall be sold by FaZe Media without the prior written consent Company has offered, and will issue and sell (the “Offering”) to Purchaser, and Purchaser will buy from the Company, 1,256,281 shares of common stock, US$.01 par value per share, of the Game Director and Company (the Kxxxxx Director; provided, that the consent of the Game Director shall not be required to effectuate the sale of Registrable Securities pursuant to and in accordance with this Agreement: (i) if, with respect to a share of “Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under for the Exchange Act (including the sale purchase price of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price US$7.96 per share and an aggregate purchase price of Common Stock is at least 5% greater or less than the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Agreement; (iv) to sell US$10,000,000. The shares of Common Stock to cover be issued and sold by the Company and purchased by Purchaser pursuant to this Agreement are herein referred to as the “Shares.” The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D thereunder. Purchaser will be required to hold the Shares for a period of at least two (2) years as contemplated in Section 5.1 below. Following the expiration of the Retention Period (as defined in Section 5.1 below), Purchaser (and any tax obligations subsequent permitted transferees) will be entitled to the benefits of FaZe Media in connection a Registration Rights Agreement, dated as of the date hereof, by and between the Company and the Purchaser. Pursuant to the Registration Rights Agreement, the Company will file with the vesting, payment Securities and Exchange Commission (the “SEC” or delivery of shares of Common Stock the “Commission”) a registration statement on Form S-3 pursuant to SEC Rule 415 (the License Agreement; or (v“Registration Statement”) following any sale of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement under the Securities Act relating to the contrary, resale of the Shares by Purchaser. The Company shall use its best efforts to cause such Registration Statement to be declared effective as soon as practicable following the expiration of the Retention Period and to be maintained effective until the earlier of (i) if as a result of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell date on which all Shares have been resold under such shares of Common Stock as requested by the Kxxxxx Investor, on the terms indicated by the Kxxxxx Investor, Registration Statement and (ii) the Kxxxxx Director date on which all Registrable Securities (as defined in the Registration Rights Agreement) may be resold without restriction or limitation (the “Effectiveness Period”). Should the Registration Statement for the Shares not be declared effective within 60 days of the end of the Retention Period or should the effectiveness lapse prior to the end of the Effectiveness Period, Purchaser shall have demand registration rights to the right, but not extent set forth in the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Media, without the prior written consent of the Game DirectorRegistration Rights Agreement. (c) For the avoidance of doubt, any action permitted to be taken pursuant to this Section 5 without the written consent of the Game Director may be taken by FaZe Media at the direction of the Kxxxxx Director without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe Media.

Sale of Common Stock. (a) Subject to applicable Lawthe terms and conditions of this Agreement, no Registrable Securities shall be sold by FaZe Media without Company hereby agrees to sell to the prior written consent of the Game Director Purchaser and the Kxxxxx Director; providedPurchaser hereby agrees to purchase from Company the number of shares of Company's Common Stock set forth opposite the Purchaser's name on Exhibit A (the "Shares"), that at the consent purchase price listed on Exhibit A. Upon execution of this Agreement (the Game Director "Closing"), (A) the Company shall not deliver or cause to be required delivered to effectuate Purchaser the sale of Registrable Securities pursuant to and in accordance with this Agreement: following: (i) if, with respect to a share of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for certificate evidencing a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share of Common Stock is at least 5% greater or less than the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Agreement; (iv) to sell shares of Common Stock to cover any tax obligations of FaZe Media in connection with the vesting, payment or delivery number of shares of Common Stock pursuant to being purchased by Purchaser, registered in the License name of Purchaser; (ii) the Registration Rights Agreement (the "Registration Rights Agreement") in the form attached hereto as Annex A, duly executed by the Company; or and (viii) following any sale of equity or equity-linked securities in FaZe Media. the Warrant (b) Notwithstanding anything set forth in this Agreement to the contrary, (i) if as a result of any applicable Law (including any applicable gambling Laws"Warrant"), registered in the Kxxxxx Investor reasonably believesname of the Purchaser in the form attached hereto as Annex B, after consultation with legal counsel, that giving the sale Purchaser the right to acquire the number of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested upon the exercise of the Warrant (the "Warrant Shares") listed on Exhibit A and (B) the Purchaser shall deliver or cause to be delivered to the Company the following: (i) the purchase price for the Shares and Warrant being purchased by Purchaser, by delivery of a secured previous note issued pursuant to the Kxxxxx InvestorNote and Warrant Purchase Agreement in the principal amount of $3.0 million dated October 1, on 2002 (the terms indicated by the Kxxxxx Investor, "Secured Previous Note") for cancellation; and (ii) the Kxxxxx Director Registration Rights Agreement duly executed by Purchaser. Any principal and accrued interest on the Secured Previous Note not cancelled shall have be repaid on the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Media, without the prior written consent day of the Game DirectorClosing (the "Closing Date"). (c) For the avoidance of doubt, any action permitted to be taken pursuant to this Section 5 without the written consent of the Game Director may be taken by FaZe Media at the direction of the Kxxxxx Director without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe Media.

Sale of Common Stock. (a) Subject to applicable Lawthe terms and conditions hereof, no Registrable Securities shall be sold by FaZe Media without the prior written consent Company has offered, and will issue and sell (the "Offering") to the Purchasers, and the Purchasers will, severally and not jointly, buy from the Company a total of up to 5,000,000 shares of the Game Director and the Kxxxxx Director; providedcommon stock, that the consent $0.001 par value per share, of the Game Director shall not be required to effectuate Company (the sale "Common Stock") for the purchase price of Registrable Securities pursuant to and in accordance with this Agreement: (i) if$3.10 per share, with respect to a share each Purchaser, severally and not jointly, purchasing the number of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share shares of Common Stock is at least 5% greater or less than for the Basis Price of aggregate cash purchase price indicated in such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Purchaser's Subscription Agreement; (iv) to sell . The shares of Common Stock to cover be issued and sold by the Company and purchased by the Purchasers pursuant to this Agreement are herein referred to as the "Shares." This Agreement and each Purchaser's obligation hereunder are not conditioned on the sale of any tax obligations minimum number of FaZe Media Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in connection reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D thereunder. The Company has prepared and delivered to each Purchaser copies of a Confidential Private Placement Memorandum, dated as of the date hereof (as it may be amended or supplemented, and including the exhibits and/or schedules thereto and the information incorporated therein by reference, the "Offering Document"). The Purchasers of Shares (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will file with the vestingSecurities and Exchange Commission (the "SEC" or the "Commission") as soon as practicable after the closing of the Purchasers' commitment (the "Closing"), payment or delivery of shares of Common Stock and in no event later than 30 days thereafter, a shelf registration statement on Form S-3 pursuant to SEC Rule 415 (the License Agreement; or (v"Registration Statement") following any sale of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement under the Securities Act relating to the contraryresale of the Shares by the Purchasers. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable and within 90 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 120 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) if as a result the date on which all of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that Shares have been resold under the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested by the Kxxxxx Investor, on the terms indicated by the Kxxxxx Investor, Registration Statement and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and date on behalf of FaZe Media, without the prior written consent which all of the Game Director. Shares may be traded by the Purchasers without restriction under the federal securities laws (c) For the avoidance "Effectiveness Period"). Should the Registration Statement not be declared effective within 90 days after the Closing, or in the event of doubta review by the Commission, any action permitted within 120 days after the Closing, or should its effectiveness lapse prior to be taken pursuant to this Section 5 without the written consent end of the Game Director may be taken by FaZe Media at Effectiveness Period, then the direction of Company shall pay to each Purchaser certain liquidated damages, as set forth in the Kxxxxx Director without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe MediaRegistration Rights Agreement.

Sale of Common Stock. (a) Subject to applicable Lawthe terms and conditions hereof, no Registrable Securities shall be sold by FaZe Media without the prior written consent Company will issue and sell to the Purchasers and the Purchasers will buy from the Company a total of up to 4,090,909 shares of common stock, $.001 par value per share, of the Game Director and Company (the Kxxxxx Director; provided, that "Common Stock" or "Common Shares") for the consent purchase price of the Game Director shall not be required to effectuate the sale of Registrable Securities pursuant to and in accordance with this Agreement: (i) if$2.00 per share, with respect to a share each Purchaser purchasing the number of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share shares of Common Stock is at least 5% greater or less than for the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Agreement; (iv) to sell aggregate purchase price indicated on Schedule 1 attached hereto. The shares of Common Stock to cover be issued and sold by the Company and purchased by the Purchasers pursuant to this Agreement are herein referred to as the "Common Shares." This Agreement and each Purchaser's obligation hereunder are not conditioned on the sale of any tax obligations minimum number of FaZe Media in connection with Common Shares. As an inducement for the vestingPurchasers to purchase the Common Stock, payment or delivery subject to the terms and conditions hereof, the Company will issue to each Purchaser a warrant to purchase a number of shares of Common Stock equal to 10% of the whole number of shares on Common Stock purchased by each Purchaser herein (a "Warrant") at an exercise price of $3.00 for a term of five years. Each Warrant will be issued in substantially the form attached hereto as Exhibit A. The Common Shares will be offered and sold and each Warrant will be issued to the Purchasers without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D thereunder. The Company has prepared and delivered to each Purchaser copies of an Offering Memorandum, dated January 28, 2002 (as it may be amended or supplemented, and including the exhibits and/or schedules thereto, the "Offering Memorandum"). The Purchasers (and any subsequent transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached hereto as Exhibit B, the "Registration Rights Agreement"), by and between the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") a shelf registration statement on Form S-3 pursuant to Rule 415 under the License Agreement; or (v) following any sale of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement Securities Act relating to the contrary, (i) if as a result resale of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that Common Shares and the sale resale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested issued upon exercise of the Warrants ("Warrant Shares") by the Kxxxxx Investor, on the terms indicated by the Kxxxxx InvestorPurchasers, and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Media, without the prior written consent of the Game Director. (c) For the avoidance of doubt, any action permitted use its commercially reasonable best efforts to cause such shelf registration statement to be taken pursuant to this Section 5 without the written consent of the Game Director may be taken by FaZe Media at the direction of the Kxxxxx Director without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe Mediadeclared effective.

Sale of Common Stock. (a) Subject The Holder agrees that it will not exercise its right under the Registration Rights Agreement to applicable Law, no Registrable Securities shall be sold by FaZe Media without cause the prior written consent Company to file a registration statement relating to the sale of any of the Game Director Shares (including shares owned by Holder and not purchased upon exercise of the Kxxxxx Director; providedWarrant) until the earlier of (i) the Expiration Date or (ii) one year after the date on which the Warrant has been exercised in full (such period, the “Stand-Off Period”). The parties acknowledge that the consent of the Game Director shall Company will not be required to effectuate maintain the sale of Registrable Securities pursuant to and in accordance with this Agreement: (i) if, with respect to a share of Common Stock, the Closing Sale Price is ever less than 20% effectiveness of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (iiSeries B Registration Statement as provided in Section 2(a) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media Registration Rights Agreement, it being understood that the Holder’s rights under Section 4(a) of the Registration Rights Agreement if the price per share of Common Stock Series B Registration Statement is at least 5% greater or less than the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under no longer effective shall not be affected by this Agreement or any other Transaction Agreement; (iv) to sell shares following the end of Common Stock to cover any tax obligations of FaZe Media in connection with the vesting, payment or delivery of shares of Common Stock pursuant to the License Agreement; or (v) following any sale of equity or equityStand-linked securities in FaZe MediaOff Period. (b) Notwithstanding anything set forth in this Agreement If the Holder intends to sell any of the contrary, (i) if as a result of any applicable Law Shares (including any applicable gambling Laws)shares owned by Holder and not purchased upon exercise of the Warrant) in the market during the Stand-Off Period on an unregistered basis, the Kxxxxx Investor reasonably believesHolder will notify the Company in writing of such intent (including the proposed maximum number of Shares to be sold, the proposed manner of sale and the date on which it intends to begin such sales) at least five trading days before commencing such sales, and, if requested by the Company, the Holder will refrain from selling Shares for up to 120 days after consultation the date the Holder intended to begin such sales in order to permit the Company to arrange for an underwritten or other organized resale of such Shares, including if applicable and required, filing with legal counsel, that the Securities and Exchange Commission and causing to become effective a registration statement covering the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested Shares in the manner proposed by the Kxxxxx Investor, on the terms indicated Holder or as otherwise agreed by the Kxxxxx Investor, Holder and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Media, without the prior written consent Company. Sections 7 through 9 of the Game DirectorRegistration Rights Agreement will apply to any such registration statement. (c) For At the avoidance of doubt, any action permitted to be taken pursuant to this Section 5 without the written consent request of the Game Director Company during the Stand-Off Period, the holder agrees that it will discuss with the Company any proposal that the Company may be taken by FaZe Media at the direction make to purchase all or part of the Kxxxxx Director without Shares. This Section 3(c) does not create any further corporate action of FaZe Media, including obligation on the approval part of the board Holder or the Company to sell or purchase any Shares, and does not affect any rights or obligations of directors of FaZe Mediathe Holder or the Company hereunder or otherwise.

Sale of Common Stock. (a) Subject The Company hereby agrees to applicable Law, no Registrable Securities shall be sold by FaZe Media without sell to the prior written consent of the Game Director Investor and the Kxxxxx Director; provided, that the consent of the Game Director shall not be required Investor hereby agrees to effectuate the sale of Registrable Securities pursuant purchase up to and in accordance with this Agreement: (i) if, with respect to a share of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share of Common Stock is at least 5% greater or less than the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Agreement; (iv) to sell [●] shares of Common Stock (“Initial Closing Shares”) at a purchase price of $[●] per share (“Initial Per Share Price”) for aggregate consideration of $[●] (“Initial Consideration”), subject to cover any tax obligations the rights and limitations set forth herein. (b) The purchase and sale of FaZe Media the Initial Closing Shares shall take place at the offices of Xxxxxxxx & Xxxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, at such time as the Company and the Investor mutually agree upon orally or in connection with writing but in no event later than August [●], 2017 (which time is designated as the vesting“Initial Closing”). (c) The Investor, payment by initialing below, hereby commits to purchase, upon and subject to receipt by the Company of a Cash Raise Notice and the Company’s delivery to the Investor on or delivery prior to March 5, 2018 (“Outside Date”) of a written notice (a “Company Notice”) specifying the purchase price and the number of shares of Common Stock pursuant (“Subsequent Closing Shares”) which the Investor is required to purchase at the License Agreement; or applicable Subsequent Closing, for consideration in an aggregate amount for all Subsequent Closings of up to $[●] (v) following any sale “Subsequent Closing Consideration”). The price to be paid for the Subsequent Closing Shares shall be the lesser of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement to the contrary, (i) if as a result of any applicable Law (including any applicable gambling Laws)Initial Per Share Price, the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that closing price of the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested by the Kxxxxx Investor, on the terms indicated day before the Company Notice is sent or 90% of the average closing price of the Company’s shares of Common Stock for the 20 days immediately prior to the sending of such Company Notice (the “Subsequent Per Share Price”). In exchange for the Investor agreeing to be bound by this Section 1(c), the Kxxxxx InvestorCompany shall issue to the Investor the Warrant. Investor agrees to be bound by Section 1(c) ________ Provided that the aggregate Subsequent Closing Shares under this Agreement and the Other Agreements, and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance when added with the terms of Section 5(a)(ii)Initial Closing Shares under this Agreement and the Other Agreements, acting for and on behalf of FaZe Media, without the prior written consent shall not exceed 19.9% of the Game Directorshares of Common Stock outstanding as of the date hereof. (cd) For The purchase and sale of Subsequent Closing Shares shall take place at the avoidance offices of doubtXxxxxxxx & Xxxxxxxx LLP, any action permitted to be taken pursuant to this Section 5 without the written consent 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, five (5) days following delivery of the Game Director may be taken by FaZe Media Company Notice or at such other time and place as the direction of Company and the Kxxxxx Director without any further corporate action of FaZe MediaInvestor mutually agree in writing (each time and place is designated as the “Subsequent Closing” and collectively the “Subsequent Closings” and together with the Initial Closing, including the approval of “Closings”). (e) The Investor is hereby irrevocably bound to purchase the board of directors of FaZe MediaInitial Closing Shares and consummate the Initial Closing as set forth above and if the Investor initialed Section 1(c) above, then the Investor is also irrevocably bound to purchase the Subsequent Closing Shares and consummate the Subsequent Closing as set forth above.

Sale of Common Stock. (a) Subject to applicable Lawthe terms and conditions of this Agreement, no Registrable Securities at the Closing, the Company shall be sold by FaZe Media without issue and sell to the prior written consent of the Game Director Purchasers, and the Kxxxxx Director; provided, Purchasers shall purchase from the Company that the consent of the Game Director shall not be required to effectuate the sale of Registrable Securities pursuant to and in accordance with this Agreement: (i) if, with respect to a share of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share of Common Stock is at least 5% greater or less than the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Agreement; (iv) to sell shares of Common Stock to cover any tax obligations of FaZe Media in connection with the vesting, payment or delivery number of shares of Common Stock pursuant (the "Common Shares") as may be determined by mutual agreement of the parties, up to an aggregate maximum of 7,500,000 shares (such maximum number subject to adjustment as provided below) of Common Stock at a purchase price per share equal to the License sum of (i) $1.15 and (ii) the Book Value Increase (as defined below) per share (such purchase price per share subject to adjustment as provided below, the "Purchase Price"). The Purchasers shall pay the Purchase Price to the Company for the Common Shares, and such Common Shares shall be sold and issued, in accordance with Section 2 of this Agreement; or (v) following any sale of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in The maximum number of Common Shares subject to issuance and sale pursuant to this Agreement to the contrary, (i) if as a result of any applicable Law (including any applicable gambling Laws)Section 1.2, the Kxxxxx Investor reasonably believesPurchase Price and the Book Value Per Share (as defined below) shall each be equitably adjusted for any stock split, after consultation with legal counselstock dividend, that combination of shares, reorganization, recapitalization, reclassification or similar event involving or affecting the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested by the Kxxxxx Investor, on the terms indicated by the Kxxxxx Investor, and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Mediaincluding, without the prior written consent of the Game Directorlimitation, *). (c) For the avoidance purposes of doubt, any action permitted to be taken pursuant to this Section 5 without 1.2: (i) the written consent term "Book Value Increase" shall mean any increase in the Book Value Per Share occurring between May 23, 2001 and the Closing Date attributable to (A) the Company's receipt of Cash in consideration of the Game Director may be taken by FaZe Media at the direction sale of the Kxxxxx Director without any further corporate action of FaZe Media, including Company's non-Cash assets or (B) the approval reduction or elimination of the board Liquidation Preference; (ii) the term "Book Value Per Share" shall mean the quotient of directors (A) the Company's then total amount of FaZe Mediaassets less the sum of its then total amount of liabilities and the Liquidation Preference divided by (B) the number of shares of the Company's Common Stock then outstanding; (iii) the term "Liquidation Preference" shall mean the then aggregate accrued liquidation preference on all outstanding shares of the Company's preferred stock; and (iv) the term "Cash" shall mean cash, cash equivalents and short-term investments.

Sale of Common Stock. (a) Subject to applicable Lawthe terms and conditions hereof, no Registrable Securities shall be sold by FaZe Media without the prior written consent Company has offered, and will issue and sell (the "Offering") to the Purchasers and the Purchasers will buy from the Company a total of up to 453,001 shares of common stock, $.01 par value per share, of the Game Director and Company (the Kxxxxx Director; provided, that "Common Stock") for the consent purchase price of the Game Director shall not be required to effectuate the sale of Registrable Securities pursuant to and in accordance with this Agreement: (i) if$4.415 per share, with respect to a share each Purchaser purchasing the number of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share shares of Common Stock is at least 5% greater or less than for the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction aggregate cash purchase price indicated on the Subscription Agreement; (iv) to sell . The shares of Common Stock to cover be issued and sold by the Company and purchased by the Purchasers pursuant to this Agreement are herein referred to as the "Shares." This Agreement and each Purchaser's obligation hereunder are not conditioned on the sale of any tax obligations minimum number of FaZe Media in connection with Shares. As an inducement for the vestingPurchasers to purchase the Shares, payment or delivery subject to the terms and conditions hereof, the Company will issue to each Purchaser a warrant to purchase a number of shares of Common Stock pursuant equal to the License Agreement; or (v) following any sale number of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement to the contrary, (i) if as a result of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock purchased by each Purchaser herein (a "Warrant") at an exercise price of $4.415 for a term of twelve (12) months. Each Warrant will be issued in substantially the form attached hereto as requested Appendix 1. The Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants ("Warrant Shares", and collectively with the Shares and the Warrants, the "Securities") will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D thereunder. The Purchasers (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") a shelf registration statement on Form S-3 pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares and the Warrant Shares by the Kxxxxx Investor, Purchasers. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective within six months of the Closing and to be maintained effective until the earlier of (i) the date on the terms indicated by the Kxxxxx Investor, which all Securities have been resold under such Registration Statement and (ii) the Kxxxxx Director shall have date on which all Registrable Securities (as defined in the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Media, without the prior written consent of the Game Director. (cRegistration Rights Agreement) For the avoidance of doubt, any action permitted to be taken pursuant to this Section 5 without the written consent of the Game Director may be taken by FaZe Media at the direction of the Kxxxxx Director resold without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe Mediarestriction or limitation.

Sale of Common Stock. (a) Subject to applicable Lawthe terms and conditions hereof, no Registrable Securities shall be sold the Company has offered, and will issue and sell (the "Offering") to the Purchasers and the Purchasers will buy from the Company upon acceptance by FaZe Media without the prior written consent Company of the Game Director and the Kxxxxx Director; providedSubscription Agreements a total of up to 1,793,000 shares of common stock, that the consent $0.001 par value per share, of the Game Director shall not be required to effectuate Company (the sale "Common Stock") for the purchase price of Registrable Securities pursuant to and in accordance with this Agreement: (i) if$9.75 per share, with respect to a share each Purchaser purchasing the number of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share shares of Common Stock is at least 5% greater or less than for the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction aggregate cash purchase price indicated in the Subscription Agreement; (iv) to sell . The shares of Common Stock to cover be issued and sold by the Company and purchased by the Purchasers pursuant to this Agreement are herein referred to as the "Shares." This Agreement and each Purchaser's obligation hereunder are not conditioned on the sale of any tax obligations minimum number of FaZe Media Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in connection reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D thereunder. The Company has prepared and delivered to each Purchaser copies of a Confidential Offering Memorandum, dated July 11, 2002 (as it may be amended or supplemented, and including the exhibits and/or schedules thereto and the information incorporated therein by reference, the "Offering Memorandum"). The Purchasers (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the Purchasers. Pursuant to the Registration Rights Agreement, the Company will file with the vesting, payment Securities and Exchange Commission (the "SEC" or delivery of shares of Common Stock the "Commission") a shelf registration statement on Form S-3 pursuant to SEC Rule 415 (the License Agreement; or (v"Registration Statement") following any sale of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement under the Securities Act relating to the contrary, resale of the Shares by the Purchasers. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective promptly and to be maintained effective until the earlier of (i) if as a result the date on which all of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that Shares have been resold under the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested by the Kxxxxx Investor, on the terms indicated by the Kxxxxx Investor, Registration Statement and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and date on behalf of FaZe Media, without the prior written consent which all of the Game Director. (c) For the avoidance of doubt, any action permitted to be taken pursuant to this Section 5 without the written consent of the Game Director Shares may be taken traded by FaZe Media at the direction of the Kxxxxx Director Purchasers without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe Mediarestriction.

Sale of Common Stock. If Borrowers elect, or are required pursuant to the Eleventh Amendment, to prepay the Obligations in connection with any sales of Parent Common Stock (a) Subject including sales by way of a Public Offering), Borrowers may prepay the Obligations prior to applicable Law, no Registrable Securities shall be sold by FaZe Media the Maturity Date without the prior written consent penalty out of the Game Director and net proceeds received from the Kxxxxx Directorproceeds of the sale of Parent Common Stock; provided, that the consent of the Game Director shall not be required to effectuate the in connection with any prepayment in connection with sale of Registrable Securities pursuant to and in accordance with this AgreementParent Common Stock: (iA) ifthe registration statement or offering circular or any amendment or supplement thereto or any Interim Report on Form 1-U or Form 8-K filed with the SEC (collectively, the “Public Offering Documents”) must disclose in the “Use of Proceeds” section or elsewhere, the Proposed Prepayment Amount and any conditions to payment of the Proposed Prepayment Amount, including as contemplated by the Eleventh Amendment; (B) Borrowers must provide Holder with true copies of all Public Offering Documents filed with the SEC in connection with the Public Offering and, within three (3) business days of receipt, any comment letters from the SEC, and with respect to a share Form 1-U or Form 8-K filing, not later than one business day prior to the date of such filing ; (C) Except as contemplated by the Eleventh Amendment which requires mandatory prepayments out of a percentage of the net proceeds from such sales of Common Stock, Borrowers must give the Closing Sale Price is ever less than 20% Holder written notice of the Basis Price for such share prepayment (a “Sale Prepayment Notice”). The Sale Prepayment Notice must include (i) the anticipated amount of Common Stocknet proceeds to be received from the sale, for a period (ii) the percentage of 30 or more consecutive daysthe net proceeds to be used to prepay the Obligations (the “Proposed Sale Prepayment Amount”), and (iii) the proposed prepayment date (the “Proposed Sale Prepayment Date”); (iiD) in connection subject to Borrowers’ compliance with subparts (A), (B) and (C), if the establishment Holder desires to exercise its Conversion Option, the Holder must deliver its Notice of Conversion to Parent within the later of the following (the “Permitted Exercise Period”): three (3) business days after Holder’s receipt of the Sale Prepayment Notice for two (2) business days prior to the Proposed Sale Prepayment Date. Holder may make the exercise of its Conversion Option contingent upon Borrowers prepaying a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including minimum percentage or amount of net proceeds from the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share of Common Stock is at least 5% greater or less than the Basis Price of such share of Common Stock; (iiiE) if Game the Holder does not exercise its Conversion Option before the end of the Permitted Exercise Period and any Obligations remain after the permitted or required prepayment, the Holder may exercise its Conversion Option as to the remaining outstanding Principal Amount of this Note and any other Game Party breaches accrued Interest hereon, at any of its obligations under this Agreement time or any other Transaction Agreement;from time to time; and (ivF) to sell shares if Holder has timely given a Notice of Common Stock to cover any tax obligations of FaZe Media Conversion in connection with a Public Offering, Holder may withdraw and cancel the vesting, payment or delivery Notice of shares of Common Stock pursuant Conversion by giving notice to Borrowers no later than five (5) business days prior to the License Agreement; or (v) following any sale of equity or equity-linked securities in FaZe MediaApproval Date. (b) Notwithstanding anything set forth in this Agreement to the contrary, (i) if as a result of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counsel, that the sale of Registrable Securities held by FaZe Media would be desirable to ensure compliance with any Laws applicable to the Kxxxxx Investor or FaZe Media, FaZe Media shall be required to sell such shares of Common Stock as requested by the Kxxxxx Investor, on the terms indicated by the Kxxxxx Investor, and (ii) the Kxxxxx Director shall have the right, but not the obligation, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Media, without the prior written consent of the Game Director. (c) For the avoidance of doubt, any action permitted to be taken pursuant to this Section 5 without the written consent of the Game Director may be taken by FaZe Media at the direction of the Kxxxxx Director without any further corporate action of FaZe Media, including the approval of the board of directors of FaZe Media.

Sale of Common Stock. RESOLVED, that subject to prior compliance with federal and state securities laws (a) Subject to applicable Lawthe “Securities Laws”), no Registrable Securities shall be sold by FaZe Media without the prior written consent proper officers of the Game Director Company be, and each of them hereby is, authorized, for and on behalf of the Kxxxxx DirectorCompany, to sell an aggregate of 200,000 shares of its common stock, par value $0.0001 per share (“Common Stock”), to the following persons (each, a “Purchaser,” and collectively, the “Purchasers”): Name Number of Shares Rxxxxxx X. Xxxxxx 100,000 Axxxx X. Xxxxxxxx 100,000 and further; providedRESOLVED, that the consent of the Game Director shall not be required to effectuate the sale of Registrable Securities pursuant to and in accordance with this Agreement: (i) if, with respect to a share of Common Stock, the Closing Sale Price is ever less than 20% of the Basis Price for such share of Common Stock, for a period of 30 or more consecutive days; (ii) in connection with the establishment of a trading plan (a “Trading Plan”) pursuant to Rule 10b5-1 promulgated under the Exchange Act (including the sale of Registrable Securities pursuant to such Trading Plan), the terms of which require FaZe Media to sell some or all of the Registrable Securities held by FaZe Media if the price per share of Common Stock is at least 5% greater or less than the Basis Price of such share of Common Stock; (iii) if Game or any other Game Party breaches any of its obligations under this Agreement or any other Transaction Agreement; (iv) to sell shares issuance of Common Stock to cover any tax obligations of FaZe Media in connection with the vesting, payment or delivery of shares of Common Stock Purchasers was for consideration equal to $0.0001 per share pursuant to a Stock Purchase Agreement (the License “Purchase Agreement”) in substantially the form attached hereto as Exhibit A; or (v) following any sale of equity or equity-linked securities in FaZe Media. (b) Notwithstanding anything set forth in this Agreement to the contrary, (i) if as a result of any applicable Law (including any applicable gambling Laws), the Kxxxxx Investor reasonably believes, after consultation with legal counseland further RESOLVED, that the sale and issuance of Registrable Securities held by FaZe Media would be desirable Common Stock to ensure compliance with any Laws applicable to each of the Kxxxxx Investor or FaZe Media, FaZe Media Purchasers shall be required to sell conditioned upon the receipt by the Company from each Purchaser of the purchase price of $0.0001 per share and the execution by the Purchaser and the Company of the Purchase Agreement; and further RESOLVED, that upon the issuance and sale in accordance with the foregoing resolutions, such shares of Common Stock as requested by shall be fully paid and nonassessable shares of the Kxxxxx InvestorCompany; and further RESOLVED, on that the terms indicated by appropriate officers of the Kxxxxx InvestorCompany be, and (ii) the Kxxxxx Director shall have the righteach of them hereby is, but not the obligationauthorized, to establish a Trading Plan in accordance with the terms of Section 5(a)(ii), acting for and on behalf of FaZe Mediathe Company, without (a) to take all actions necessary to comply with the prior written consent Securities Laws with respect to the above-described issuance of shares, (b) to thereafter issue on behalf of this Company pursuant to the Game Director. authorization above, the shares of Common Stock described above, and (c) For to take such other action as they may deem necessary or appropriate to carry out the avoidance issuance of doubtthe shares and the intent of these resolutions; and further RESOLVED, any action permitted that, in accordance with each Purchase Agreement, the Common Stock to be taken sold to the Purchasers shall be subject to repurchase by the Company, at the original exercise price paid per share, upon the Purchasers cessation of service prior to vesting in those shares. So long (and only for so long) as the Purchaser remains continuously employed by the Company or any subsidiary or parent of the Company, such repurchase right shall lapse with respect to the shares, and each Purchaser shall vest in his shares, as follows: (a) 25% of the shares on the Qualified Financing Closing Date (as defined in the Purchase Agreement); (b) 25% of the balance of the shares upon the first anniversary of the Qualified Financing Closing Date; and (c) 2.0833% of the balance of the shares upon the expiration of each full month elapsed after the first anniversary of the Qualified Financing Closing Date; and further RESOLVED, that the shares purchased under each Purchase Agreement shall be subject to the Company’s right of first refusal, exercisable in the event the Purchaser should decide to sell or otherwise transfer any of the shares purchased under such Purchase Agreement prior to the initial public offering of the Common Stock; and further RESOLVED, that the terms pursuant to this Section 5 without which the written consent of shares purchased under the Game Director Purchase Agreement may be taken repurchased by FaZe Media at the direction of Company under the Kxxxxx Director without any further corporate action of FaZe Media, including repurchase and first refusal rights specified above shall be substantially as set forth in the approval of the board of directors of FaZe MediaPurchase Agreement.