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.”
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.
