STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • July 9th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 8, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GAMESQUARE HOLDINGS, INC., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 8, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GAMESQUARE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Engine Media Holdings, Inc. Common Shares EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 11th, 2021 • Engine Media Holdings, Inc. • Services-amusement & recreation services • New York
Engine Media Holdings, Inc., a British Columbia corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord” or the “Representative”), as representative of the several sales agents identified on Schedule 1 hereto (the “Agents”), with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common shares, no par value per share (the “Common Shares”), having an aggregate offering price of up to US$50,000,000 (the “Maximum Amount”) through or to Canaccord, as sales agent or principal in each case on behalf of the Agents, on the terms and subject to the conditions set forth in this Agreement.
GAMESQUARE HOLDINGS INC. Convertible Promissory NoteConvertible Note • July 9th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated July 8, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
Engine Media Holdings, Inc. as Issuer and as U.S. Trustee and as Canadian Trustee Indenture Dated as of [ ]Indenture • March 25th, 2021 • Engine Media Holdings, Inc. • Services-amusement & recreation services • Ontario
INDENTURE, dated as of ____________________, among ENGINE MEDIA HOLDINGS, INC., a corporation duly continued and existing under the laws of British Columbia, Canada (herein called the “Company”), having its principal office at 77 King Street West, Suite 3000, PO Box 95, Toronto, Ontario, Canada, M5K 1G8, and ______________________, a ______________________, organized under the laws of ______________________, as U.S. trustee (herein called the “U.S. Trustee”), and ______________________, a ______________________, organized under the laws of ______________________, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 20th, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 19, 2023, by and among FaZe Holdings Inc, a Delaware corporation (the “Company”), GameSquare Holdings, Inc., a British Columbia corporation (“Parent”), and GameSquare Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
IRREVOCABLE VOTING AND SUPPORT AGREEMENTIrrevocable Voting and Support Agreement • October 20th, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among FaZe Holdings Inc., a Delaware corporation (“FaZe”), and the stockholder of GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”) signatory hereto (the “Stockholder”).
SUBSCRIPTION RECEIPT AGREEMENTSubscription Receipt Agreement • April 11th, 2023 • Engine Gaming & Media, Inc. • Services-amusement & recreation services • Ontario
ENGINE GAMING AND MEDIA, INC., a corporation governed by the laws of the Province of British Columbia (hereinafter referred to as the “Corporation”)
ContractWarrant Agreement • March 13th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
BACKSTOP AGREEMENTBackstop Agreement • October 20th, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
This BACKSTOP AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made by and among GameSquare Holdings, Inc., a British Columbia corporation (the “Company”) and Goff & Jones Lending Co, LLC, a Delaware limited liability company (the “Investor”.
First Amended and Restated Trademark License AgreementTrademark License Agreement • June 20th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • New York
This First Amended and Restated Trademark License Agreement (“Agreement”), effective as of June 17, 2024 (“Effective Date”), is by and between FaZe Media, Inc., a Delaware corporation (“Faze Media”) and GameSquare Holdings, Inc., a Delaware corporation (“GAME”) (collectively, the “Parties,” or each, individually, a “Party”).
ARRANGEMENT AGREEMENT BETWEEN GAMESQUARE ESPORTS INC. AND Engine gaming & media, inc.Arrangement Agreement • December 27th, 2022 • Engine Gaming & Media, Inc. • Services-amusement & recreation services • Ontario
GAMESQUARE SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [insert date], 2024, by and between GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
Torque Esports Corp.Acquisition Agreement • July 14th, 2020 • Torque Esports Corp. • Ontario
SECURITY AGREEMENTSecurity Agreement • June 6th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Florida
THIS SECURITY AGREEMENT (this “Agreement”), dated as of this 31st day of May 2024, is made by and between UNIV, Ltd. (the “Debtor”), with an address at Galgalei ha-Plada St. 16 Herzliya, and Frankly Media LLC (the “Secured Party”), with an address at 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339
GAMESQUARE ESPORTS INC. AND ENGINE GAMING & MEDIA, INC. ENTER DEFINITIVE ARRANGEMENT AGREEMENTDefinitive Arrangement Agreement • December 9th, 2022 • Engine Gaming & Media, Inc. • Services-amusement & recreation services
● Combination creates end to end digital media and technology platform connecting global brands with gaming and youth culture audiences
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 6th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Florida
This Transition Services Agreement (the “Agreement”) is made this 31st day of May 2024 (the “Effective Date”), by and between Frankly Media LLC, 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339 (“Provider”) and UNIV, Ltd., Galgalei ha-Plada St. 16 Herzliya (“Recipient”). Provider and Recipient are each referred to herein as a “Party” and collectively as the “Parties”.
FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • September 27th, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services
This Financing and Security Agreement (“Agreement”) is made and entered into on September 14, 2023 by and among FRANKLY MEDIA LLC (“Administrative Borrower”), GCN, INC. (“GCN”), GAMESQUARE ESPORTS (USA) INC. d/b/a Fourth Square Studios (“GSQ USA”), NEXTGEN TECH LLC d/b/a Complexity Gaming (“Complexity”), SWINGMAN, LLC d/b/a Cut+Sew and Zoned (“Zoned”), MISSION SUPPLY LLC (“Mission”), and SIDEQIK, INC. (“Sideqik” and together with Administrative Borrower, GCN, GSQ USA, Complexity, Zoned, Mission, and Sideqik on a joint and several basis, “Borrower”, and any reference to “Borrower” hereunder shall be deemed a reference to each of the foregoing Borrowers), and SLR DIGITAL FINANCE LLC (“Lender”). Lender has agreed, in accordance with the terms herein in Lender's sole discretion, to make Advances against the Face Amount of certain of Borrower’s Accounts, provided that Borrower agrees to the provisions of this Agreement. Capitalized terms used herein shall have the meanings ascribed thereto
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Texas
This Amended and Restated Employment Agreement (this “Agreement”) is made this 7 day of July, 2023 (the “Effective Date”), by and between GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.) (the “Employer” or “Company”), an entity incorporated under the Business Corporations Act (British Columbia) (the “Act”), and Justin Paul Kenna, an individual (the “Executive”). Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party.”
Senior Secured Convertible Promissory NoteConvertible Note Agreement • November 15th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services
This Senior Secured Convertible Promissory Note (together with any note or other instrument issued in substitution or replacement hereof, or exchange hereof, as the same or any such other note or instrument may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms set forth herein, this “Note”) is being issued pursuant to Section 3.3 of that certain Note Purchase Agreement, dated as of November 13, 2024 (the “Purchase Agreement”), by and among GameSquare, GameSquare SPV, Gigamoon Media, LLC, and FaZe Media, Inc., a Delaware corporation (“FaZe Media”).
Torque Esports Enters into Definitive Purchase Agreement for Controlling Stake in Ferrari-Partnered AllinsportsShare Purchase Agreement • July 14th, 2020 • Torque Esports Corp.
TORONTO, ON, October 18, 2019 — Torque Esports Corp. (“Torque” or the “Company,” TSX VENTURE: GAME, OTCQB: MLLLF) – Torque Esports has signed a definitive share purchase agreement to acquire a 51 percent interest in the market-leading motorsport simulator manufacturer, Allinsports. The investment was previously announced by Torque on October 3, 2019.
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES Torque Esports, Frankly, and WinView ENTER INTO business Combination AgreementBusiness Combination Agreement • July 14th, 2020 • Torque Esports Corp.
TORONTO, ON, March 10, 2020 – Torque Esports Corp. (TSX-V: GAME) (OTCQB: MLLLD) (“Torque”, formerly Millennial Esports Corp.), Frankly Inc. (TSX-V: TLK) (OTCQX: FRNKF) (“Frankly”), and WinView, Inc. (“WinView”) have entered into a business combination agreement dated March 9, 2020 (the “Business Combination Agreement”), pursuant to which Torque will acquire each of Frankly and WinView (the “Transaction”), which will create an integrated platform dedicated to live esports, news and gaming.
AGENCY AGREEMENTAgency Agreement • April 3rd, 2023 • Engine Gaming & Media, Inc. • Services-amusement & recreation services • Ontario
The undersigned, Roth Canada, Inc., as lead agent (“Roth” or the “Agent”), understand that Engine Gaming and Media, Inc. (the “Corporation”) proposes to issue and sell up to 7,200,000 subscription receipts of the Corporation (the “Initial Subscription Receipts”) at a price of USD$1.25 per Initial Subscription Receipt (the “Offering Price”) to raise up to USD$9,000,000 (the “Offering”).
SECURITY AGREEMENTSecurity Agreement • June 6th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Florida
THIS SECURITY AGREEMENT (this “Agreement”), dated as of this 31st day of May 2024, is made by and between XPR Media LLC. (the “Debtor”), with an address at 2980 NE 207th Street, Suite 300, Aventura, Florida, and Frankly Media LLC (the “Secured Party”), with an address at 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339
LOAN Agreement BETWEEN TORQUE ESPORTS CORP.Loan Agreement • July 14th, 2020 • Torque Esports Corp. • Ontario
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
This First Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of December 19, 2023 by and among GameSquare Holdings, Inc., a British Columbia corporation (“Parent”), GameSquare Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and FaZe Holdings Inc., a Delaware corporation (the “Company”). Each capitalized term used but not otherwise defined herein shall have the meaning set forth in that certain Agreement and Plan of Merger, dated as of October 19, 2023 (the “Merger Agreement”), by and among Parent, Merger Sub and the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services
This Registration Rights Agreement (this “Agreement”), dated as of May 15, 2024, is by and between FaZe Media, Inc., a Delaware limited liability company (“FaZe Media”), and GameSquare Holdings, Inc., a Delaware corporation (“Game”).
ARRANGEMENT AGREEMENTArrangement Agreement • July 14th, 2020 • Torque Esports Corp. • Alberta
THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS REGISTRATION RIGHTS (this “Agreement”), dated as of [insert date], 2024, is made and entered into by and among GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to subsection 5.2.2 (collectively, the “Holders” and each, a “Holder”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 27th, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services • California
This Intercreditor Agreement (this "Agreement") is made as of the 14th day of September 2023, by and among Frankly Media LLC, GCN, INC., GAMESQUARE ESPORTS (USA) INC. d/b/a Fourth Square Studios, NEXTGEN TECH LLC d/b/a Complexity Gaming (“Complexity”), SWINGMAN, LLC d/b/a Cut+Sew and Zoned, MISSION SUPPLY LLC, and SIDEQIK, INC. (such parties referred to herein collectively as “Client”), EB Acquisition Company, LLC, a Georgia limited liability company (hereafter referred to as “EB”), King Street Partners LLC, a Georgia limited liability company (“King Street”), Frankly Media, LLC (“Guarantor”) and SLR Digital Finance LLC (“SLR”).
CONTRIBUTION AGREEMENTContribution Agreement • May 16th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2024 (the “Effective Time”), by and among GameSquare Holdings, Inc., a Delaware corporation (“GAME”), FaZe Holdings Inc., a Delaware corporation and wholly-owned subsidiary of GAME (“FAZE”), FaZe Media Holdings, LLC, a Delaware limited liability company (the “Game Investor”)and FAZE Media, Inc., a Delaware corporation (the “Company”). Each of GAME, FAZE, the Game Investor and the Company is referred to individually as a “Party” and, collectively, the “Parties.” Capitalized terms used herein but not defined shall have the meanings given in the Certificate of Incorporation of the Company, dated as of May 15, 2024 (the “Charter”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 15th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of November 13, 2024, by and among GameSquare Holdings, Inc., a Delaware corporation (“GameSquare”), FaZe Media Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of GameSquare (“GameSquare SPV” and, together with GameSquare, collectively, the “GameSquare Parties” and each a “GameSquare Party”), FaZe Media, Inc., a Delaware corporation (“FaZe Media”), and Gigamoon Media, LLC, a Delaware limited liability company (“Kalish Investor” and, together with FaZe Media, collectively, the “FaZe Media Parties” and each a “FaZe Media Party”). Each of GameSquare, GameSquare SPV, FaZe Media and Kalish Investor may be referred to in this Agreement individually as a “Party”; and they shall be referred to herein, collectively, as the “Parties”. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 6th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Florida
This Asset Purchase Agreement (the “Agreement”) is made this 31st day of May 2024 (the “Effective Date”), by and between Frankly Media LLC, 2110 Powers Ferry Road SE, Suite 450, Atlanta, GA 30339 (the “Seller”), and UNIV, Ltd., Galgalei ha-Plada St. 16 Herzliya (the “Buyer”).
torque esports corp.Business Combination Agreement • July 14th, 2020 • Torque Esports Corp. • Ontario
Stockholders’ Rights Agreement, dated as of April 21, 2016, by and among WinView, Inc., the persons and entities listed on Exhibit A thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Georgia
This Employment Agreement (this “Agreement”) is made as of this 7th day of July, 2023, for the period commencing May 1, 2023 (the “Effective Date”), by and between GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.) (the “Employer” or “Company”), an entity incorporated under the Business Corporations Act (British Columbia) (the “Act”), and Lou Schwartz, an individual residing at 510 Valley Road, Atlanta, GA 30305 (the “Employee”). Company and Employee are collectively referred to herein as the “Parties” and individually as a “Party.”
