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”).
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.
