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”).
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”.
