REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among B. Riley Principal 150 Merger Corp., a Delaware corporation (the “Company”), B. Riley Principal 150 Sponsor Co., LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is by and between B. Riley Principal 150 Merger Corp. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Re: Initial Public OfferingUnderwriting Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among B. Riley Principal 150 Merger Corp., a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 27th, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between B Riley Principal 150 Merger Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
New York, NY 10171 As Representative of the several Underwriters named on Schedule A heretoUnderwriting Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
The undersigned, B. Riley Principal 150 Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with B. Riley Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between B. Riley Principal 150 Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 24, 2021, by and between B. Riley Principal 150 Merger Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • May 15th, 2023 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and FAZE HOLDINGS INC., a company incorporated under the laws of the State of Delaware (the “Company”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of February 2021, by and between B. Riley Principal 150 Merger Corp., a Delaware corporation (the “Company”), and B. Riley Principal 150 Sponsor Co., LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 299 Park Avenue, 21st Floor New York, New York 10171.
ContractAdvisory Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
This is to confirm our agreement whereby B. Riley Principal 150 Merger Corp. II, a Delaware corporation (“Company”), has requested B. Riley Securities, Inc. (“B. Riley” or the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-251955) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • October 20th, 2023 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of [●], 2021 by and among FaZe Holdings Inc., a Delaware corporation (formerly known as B. Riley Principal 150 Merger Corp., the “Company”), each of the persons listed on the signature pages hereto (each, a “Securityholder” and collectively, the “Securityholders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Securityholders, each a “Holder” and, collectively, the “Holders”).
Irrevocable VOTING AND SUPPORT AGREEMENTIrrevocable Voting and Support Agreement • October 20th, 2023 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
This Irrevocable Voting and Support Agreement, dated as of October 19, 2023 (this “Agreement”), is entered into by and among GameSquare Holdings, Inc., a British Columbia corporation (“GameSquare”), and the stockholder of FaZe Holdings Inc., a Delaware corporation (“FaZe”) signatory hereto (the “Stockholder”).
FaZe Holdings Inc. EMPLOYMENT AGREEMENT – CHRISTOPH PACHLEREmployment Agreement • August 30th, 2022 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • California
This Employment Agreement (the “Agreement”) is entered into on a mutually agreed upon date no later than October 3, 2022 by and between FaZe Holdings Inc., a Delaware corporation (the “Company”), and Christoph Pachler (the “Executive”).
ContractAdministrative Support Agreement • February 23rd, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between B. Riley Principal 150 Merger Corp. (the “Company”) and B. Riley Corporate Services, Inc. (“BRCS”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BACKSTOP AGREEMENTBackstop Agreement • October 20th, 2023 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • 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”.
ADVISOR AGREEMENTAdvisor Agreement • May 15th, 2023 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • California
This Advisor Agreement (“Agreement”) is effective as of February 4, 2023 (the “Effective Date”), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively, “Company”), and the contractor identified on the signature page hereto (“Advisor”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2023 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • 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.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2021 • B. Riley Principal 150 Merger Corp. • Services-advertising • Delaware
This amendment (this “Amendment”) to that certain Agreement and Plan of Merger, dated as of October 24, 2021 (the “Merger Agreement”), by and among B. Riley Principal 150 Merger Corp., a Delaware corporation (“Acquiror”), BRPM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and FaZe Clan Inc., a Delaware corporation (the “Company”), is entered into on December 29, 2021, by and among Acquiror, Merger Sub and the Company. Acquiror, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Any term used in this Amendment without definition has the meaning set forth for such term in the Merger Agreement.
FAZE HOLDINGS INC.Director Restricted Stock Award Agreement • October 6th, 2022 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
This Director Restricted Stock Award Agreement (this “Award Agreement”), dated as of __________, ____ (the “Date of Grant”), is made by and between FaZe Holdings Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the FaZe Holdings Inc. 2022 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 16th, 2022 • B. Riley Principal 150 Merger Corp. • Services-advertising • California
This Independent Contractor Agreement (“Agreement”) is entered into as of the date set forth on the signature page (the “Effective Date”), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively, “Company”), and the contractor identified on the signature page hereto (“Contractor”).
AGREEMENT AND PLAN OF MERGER by and among B. RILEY PRINCIPAL 150 MERGER CORP., BRPM MERGER SUB, INC., and FAZE CLAN INC. dated as of October 24, 2021Merger Agreement • October 25th, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of October 24, 2021 (this “Agreement”), is made and entered into by and among B. Riley Principal 150 Merger Corp., a Delaware corporation (“Acquiror”), BRPM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and FaZe Clan Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Certain terms used in this Agreement have the respective meanings ascribed to them in Section 1.1.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 28th, 2022 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • California
This Independent Contractor Agreement (“Agreement”) is entered into as of the date set forth on the signature page (the “Effective Date”), between Faze Clan Inc. a Delaware corporation, together with any of its successors or assigns (collectively, “Company”), and the contractor identified on the signature page hereto (“Contractor”).
COMPANY SECURITYHOLDER SUPPORT AGREEMENTCompany Securityholder Support Agreement • October 25th, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • Delaware
This Company Securityholder Support Agreement (this “Agreement”), dated as of October 24, 2021, is entered into by and among B. Riley Principal 150 Merger Corp., a Delaware corporation (“Acquiror”), BRPM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub”), FaZe Clan Inc., a Delaware corporation (the “Company”) and the Company securityholder party hereto (the “Securityholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 25th, 2021 • B. Riley Principal 150 Merger Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Sponsor Support Agreement”), dated as of October 24, 2021, is entered into by and between B. Riley Principal 150 Sponsor Co., LLC, a Delaware limited liability company (“Sponsor”), B. Riley Principal 150 Merger Corp., a Delaware corporation (“Acquiror”), and FaZe Clan Inc., a Delaware corporation (the “Company”).
FAZE CLAN, INC.Employment Agreement • April 28th, 2022 • B. Riley Principal 150 Merger Corp. • Services-advertising • California
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with FaZe Clan, Inc. (“Company”), a Delaware corporation (“Company”). This supersedes any agreement, representation or understanding (whether oral or written) that you may have, or have had, with any Company entity, predecessor, successor or assign.
Separation AgreementSeparation Agreement • January 17th, 2023 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • California
This agreement (“Agreement”) between Tamara Brandt (“Employee” or “you”) and Faze Clan Inc. (the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
FAZE HOLDINGS INC.Restricted Stock Unit Award Agreement • October 6th, 2022 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of __________, ____ (the “Date of Grant”), is made by and between FaZe Holdings Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the FaZe Holdings Inc. 2022 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
FaZe Clan Inc. x Snoop Dogg + The Family + SMAC Collaboration AgreementCollaboration Agreement • April 28th, 2022 • B. Riley Principal 150 Merger Corp. • Services-advertising
This Collaboration Agreement (“Agreement”), dated as of February 17, 2022 (“Effective Date”), is entered into by and between (1) FaZe Clan Inc., a Delaware corporation with its principal place of business at 1800 North Highland Avenue, 6th Fl., Los Angeles, CA 90028 (“FaZe”), on the one hand, and (2) Spanky’s Clothing Inc. f/s/o Calvin Broadus Jr. aka “Snoop Dogg” (“Snoop”), Cordell Broadus (“Cordell”) and Boss Lady Entertainment f/s/o Shante Broadus (“BLE” together with Cordell, the “Family”) and SMAC Entertainment f/s/o Constance Schwartz-Morini (“SMAC”), on the other hand. Snoop, the Family and SMAC are collectively referred to as the “Snoop Parties.” For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to all of terms of this Agreement.
Separation AgreementSeparation Agreement • November 28th, 2022 • FaZe Holdings Inc. • Services-miscellaneous amusement & recreation • California
This agreement (“Agreement”) between Kai Henry (“Employee” or “you”) and Faze Clan Inc. (the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
