Exhibit 10.1

SECONDARY PREFERRED STOCK PURCHASE AGREEMENT

BY AND AMONG

FAZE MEDIA HOLDINGS, LLC,

M40A3 LLC,

SOLELY FOR PURPOSES OF SECTION 7.1, SECTION 7.3, SECTION 7.4 and SECTION 7.6, GIGAMOON MEDIA LLC),

AND

SOLELY FOR PURPOSES OF SECTION 1.2, SECTION 2.3(b), SECTION 7.1, SECTION 7.3, and SECTION 7.4, FAZE MEDIA, INC.

JUNE 17, 2024

TABLE OF CONTENTS

SECONDARY PREFERRED STOCK PURCHASE AGREEMENT

This Secondary Preferred Stock Purchase Agreement (this “Agreement”), is made as of June 17, 2024, by and among FaZe Media Holdings, LLC, a Delaware limited liability company (the “Seller”), M40A3 LLC, a Delaware limited liability company (the “Purchaser”), solely for purposes of Section 7.1, Section 7.3, Section 7.4 and Section 7.6, Gigamoon Media LLC, a Delaware limited liability company (the “Kalish Investor”), and, solely for purposes of Section 1.2, Section 2.3(b), Section 7.1, Section 7.3, and Section 7.4, FaZe Media, Inc., a Delaware corporation (the “Company” and, together with the Seller, the Purchaser and the Kalish Investor, each, a “Party” and collectively, the “Parties”).

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 5,725,000 shares of Series A-1 Preferred Stock, $0.0001 par value per share (the “Series A-1 Preferred Stock”), at a purchase price of $1.66 per share, on the terms and subject to the conditions set forth in this Agreement (the “Purchase”);

WHEREAS, in order for the Purchaser to consummate the Purchase, (i) the Kalish Investor is making a loan to the Purchaser pursuant to a Loan Agreement, in substantially the form attached hereto as Exhibit A (as amended, the “Loan Agreement”) and (ii) the Purchaser will pledge to the Kalish Investor all of the shares of Series A-1 Preferred Stock it currently holds or hereafter acquires pursuant to a Pledge Agreement, in substantially the form attached hereto as Exhibit B (as amended, the “Pledge Agreement”);

WHEREAS, in connection with Purchase, (i) the Purchaser and the Seller contemporaneous with the execution hereof shall enter into a Limited Proxy and Power of Attorney with respect to all of the shares of Series A-1 Preferred Stock held by the Purchaser (as amended, the “Purchaser Voting Proxy”), in the form attached hereto as Exhibit C, and (ii) the Seller wishes to grant the A-1 Call Right (as defined herein) to the Purchaser, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with entering into this Agreement, the Purchaser is entering into a Secondary Preferred Stock Purchase Agreement with the Kalish Investor, the Purchaser and the Company, in substantially the form attached hereto as Exhibit D, to purchase certain shares of Series A-2 Preferred Stock, $0.0001 par value per share, from the Kalish Investor, among other things, on the terms and subject to the conditions set forth therein; and

WHEREAS, in connection with the Purchaser, the Purchaser will become a party to the Stockholders’ Agreement, dated May 15, 2024, among the Company and the Persons set forth on the exhibits thereto (as amended, the “Stockholders’ Agreement”), by executing a joinder thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Purchase and Sale of Preferred Stock.

1.1 Sale and Transfer of Series A-1 Preferred Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Seller agrees to sell and transfer to the Purchaser, at the applicable Closings (as defined below), an aggregate of 5,725,000 shares of Series A-1 Preferred Stock at a purchase price of $1.66 per share. The shares of Series A-1 Preferred Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Secondary Shares.”

1.2 Closings.

(a) Initial Closing. Subject to the satisfaction of the conditions set forth in Section 5 and Section 6, the initial purchase and sale of 2,862,500 of the Secondary Shares shall take place remotely via the exchange of documents and signatures on or prior to June 17, 2024, or at such other time and place, as the Seller and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”). At the Initial Closing, the Purchaser shall pay to the Seller an aggregate of $4,750,000 by wire transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as Exhibit E (or such other account hereafter designated in writing by the Seller) and the Company shall update its books and records to reflect the transfer of 2,862,500 of the Secondary Shares by the Seller to the Purchaser.

(b) Subsequent Closing. Subject to the satisfaction of the conditions set forth in Section 5 and Section 6, the subsequent purchase and sale of the remaining 2,862,500 Secondary Shares shall take place remotely via the exchange of documents and signatures on or prior to August 15, 2024, or at such other time and place, as the Seller and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Subsequent Closing” and together with the Initial Closing, the “Closings”). At the Subsequent Closing, the Purchaser shall pay to the Seller an aggregate of $4,750,000 by wire transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as Exhibit E (or such other account hereafter designated in writing by the Seller) and the Company shall update its books and records to reflect the transfer of 2,862,500 of the Secondary Shares by the Seller to the Purchaser.

2. Series A-1 Call Right.

2.1 Right to Purchase. The Purchaser shall have the option and right (the “A-1 Call Right”), but not the obligation, to cause the Seller to sell up to 3,230,556 shares of Series A-1 Preferred Stock (the “A-1 Call Shares”) to the Purchaser in accordance with this Section 2:

(a) at any time, if the FMV (as defined below) per share of Series A-1 Preferred Stock is at least $6.00 per share; or

(b) during the period of July 1, 2026 through September 30, 2026, if the Purchaser Voting Proxy is terminated pursuant to Section 4.a of the Purchaser Voting Proxy.

2.2 Call Right Procedures; Purchase Price.

(a) If the Purchaser, acting in its sole discretion, desires to exercise the A-1 Call Right, it shall deliver to the Seller a written, unconditional, and revocable notice (the “A-1 Call Exercise Notice”) stating its election to purchase all or a portion of A-1 Call Shares from the Seller for a purchase price equal to FMV (the “A-1 Call Purchase Price”), which shall be at least $2.00 per share. For purposes of this Section 2, the term “FMV” shall mean the fair market value of the A-1 Call Shares as of the date of the A-1 Call Exercise Notice, as determined jointly by the Purchaser and the Seller; provided, that if the Purchaser and the Seller are unable to agree on the fair market value of the A-1 Call Shares within a reasonable period of time (not to exceed thirty (30) calendar days from the Seller’s receipt of the A-1 Call Exercise Notice), such fair market value shall be determined in good faith by an independent nationally recognized investment banking, accounting, or valuation firm (the “Valuation Firm”) jointly selected by the Purchaser and the Seller, in their reasonable discretion, taking into account such factors as such Valuation Firm deems appropriate; provided, further, that if the Purchaser and the Seller are unable to agree on a Valuation Firm within thirty (30) calendar days, Deloitte & Touche LLP or its successor shall serve as the Valuation Firm. The Company shall provide the Valuation Firm with access to all reasonably necessary financial and other records of the Company and its subsidiaries as the Valuation Firm may request. The Valuation Firm shall deliver to the Seller and the Purchaser its written determination of the FMV of the A-1 Call Shares within sixty (60) days of its engagement and such determination shall be final, conclusive, and binding on the parties. The fees and expenses of the Valuation Firm shall be paid equally by the Purchaser and the Seller.

(b) The Seller shall, at the closing of any purchase consummated pursuant to the A-1 Call Right, represent and warrant to the Purchaser that (i) the Seller has full right, title, and interest in and to the A-1 Call Shares, (ii) the Seller has all the necessary power and authority and has taken all necessary action to sell the A-1 Call Shares as contemplated by this Section 2, and (iii) the A-1 Call Shares are free and clear of any encumbrance, security interest, lien, pledge, preemptive rights, restrictions on transfer (other than pursuant to relevant securities laws), irrevocable proxy, voting agreement, voting trust arrangement or any other encumbrance whatsoever (collectively “Liens”), other than those arising as a result of or under the terms of this Agreement.

2.3 A-1 Call Closing. The closing of the purchase of the A-1 Call Shares pursuant to the A-1 Call Right (the “A-1 Call Closing”) shall take place no later than thirty (30) days following the determination of the A-1 Call Purchase Price. The Purchaser shall give the Seller at least five (5) calendar days’ written notice of the date of closing (the “A-1 Call Right Closing Date”). At the A-1 Call Closing on the A-1 Call Right Closing Date:

(a) The Purchaser shall pay the A-1 Call Purchase Price to the Seller by certified or official bank check or by wire transfer of immediately available funds to an account designated in writing by the Seller.

(b) The Seller shall deliver to the Purchaser a certificate or certificates (if any) representing the A-1 Call Shares to be sold, accompanied by an assignment of any certificate or certificates to the Purchaser (if any) and the Company shall update its books and records to reflect the transfer of the A-1 Call Shares by the Seller to the Purchaser.

(c) If the Purchaser Voting Proxy remains in effect, the Purchaser and the Seller shall terminate the Purchaser Voting Proxy and enter into a new Limited Proxy and Power of Attorney with respect to all of the shares of Series A-1 Preferred Stock held by the Seller (as amended, the “Seller Voting Proxy”), in substantially the form attached hereto as Exhibit F (collectively, a “Change in Voting Control”).

2.4 Reserves. For so long as the Purchaser may exercise the A-1 Call Right, the Seller shall not transfer the A-1 Call Shares to any third person, reserve the A-1 Call Shares for purposes of this Section 2 and maintain the A-1 Call Shares free and clear of any Liens, other than those arising as a result of or under the terms of this Agreement.

2.5 Cooperation. The Seller shall take all actions as may be reasonably necessary to consummate the sale contemplated by the A-1 Call Right, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate to consummate the sale.

3. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser that the following representations are true and complete as of the date of each Closing, except as otherwise indicated.

3.1 Organization and Authority of the Seller. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has full power, authority and legal capacity to execute and deliver this Agreement and perform its obligations under this Agreement and all agreements, instruments and documents contemplated hereby. This Agreement, when executed and delivered by the Seller, will constitute valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.2 Organization and Authority of the Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted.

3.3 No Conflict; Consents and Approvals. Neither the execution and delivery of this Agreement, nor the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof, will, with or without the passage of time and giving of notice, (i) result in a violation or breach of any provision of the organizational or governing documents or any similar instrument of the Seller, (ii) result in the creation of any mortgage, pledge, lien, security interest, encumbrance, contractual obligation or charge upon the Secondary Shares, or (iii) result in a default under any oral or written instrument, note, indenture, mortgage, agreement or contract to which the Seller is a party or by which the Seller is bound, or in any material respect of any provision of federal or state statute, rule or regulation applicable to the Seller. The Seller has not granted any options of any sort with respect to the Secondary Shares or any right to acquire the Secondary Shares or any interest therein other than under this Agreement. No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or license to which the Seller is a party or is subject, is required for the execution, delivery or performance by the Seller of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby.

3.4 Valid Title. The Seller is the sole owner of the Secondary Shares and owns of record and beneficially the Secondary Shares. As of each Closing, the Seller has good and valid title to the Secondary Shares being sold at the applicable Closing and, except as set forth in the Stockholders’ Agreement, the Seller owns the Secondary Shares free and clear of any Liens. The Seller has good and marketable title to the Secondary Shares and upon delivery of the applicable purchase price for the Secondary Shares to be purchased by the Purchaser pursuant to Section 1.2, as applicable, the Purchaser will acquire good and valid title to the Secondary Shares being purchased by the Purchaser hereunder free and clear of all Liens other than those set forth in the Stockholders’ Agreement and/or pursuant to relevant securities laws.

3.5 Capitalization.

(a) The authorized capital of the Company consists, immediately prior to the Initial Closing, of:

(i) 24,944,444 shares of common stock, $0.0001 par value per share (the “Common Stock”), of which (A) 22,450,000 shares have been designated Class A Common Stock, none of which are issued and outstanding immediately prior to the Closing and (B) 2,494,444 shares have been designated Class B Common Stock, none of which are issued and outstanding immediately prior to the Closing.

(ii) 22,450,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), of which (A) 11,450,000 shares have been designated Series A-1 Preferred Stock, all of which are issued and outstanding immediately prior to the Closing and (B) 11,000,000 shares have been designated Series A-2 Preferred Stock, all of which are issued and outstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Amended and Restated Certificate of Incorporation of the Company, dated as of May 15, 2024 (the “Charter”) and as provided by the Delaware General Corporation Law.

(iii) All of the outstanding shares of capital stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(b) The Company has reserved 2,494,444 shares of Class B Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2024 Stock Incentive Plan duly adopted by the Board of Directors of the Company (the “Board of Directors”) and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Class B Common Stock, (i) none have been issued pursuant to restricted stock purchase agreements and/or the exercise of options and are currently outstanding (and included as outstanding in Section 3.5(a)(i) above), (ii) no options to purchase shares have been granted and are currently outstanding, and (iii) 2,494,444 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan, all of which remain uncommitted and unallocated. The Company has furnished to the Purchaser complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

(c) Except for (A) the rights provided in the Stockholders’ Agreement and (B) the securities and rights described in Sections 3.5(a)(ii) and 3.5(b) of this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock. All outstanding shares of Common Stock and all shares of Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”).

(d) None of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including, without limitation, in the case where the Stock Plan is not assumed in an acquisition. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Charter, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(e) The Seller has obtained valid waivers of any rights by other parties to purchase any of the Secondary Shares covered by this Agreement.

3.6 Compliance with Securities Laws and Regulations. The Seller and the Seller’s legal counsel are familiar with applicable securities laws and regulations regarding the transfer and sale of the Secondary Shares pursuant to this Agreement, and the Seller is responsible for ensuring that the Seller’s entry into this Agreement and performance by the Seller of the transactions contemplated hereby are in compliance with such laws. The Seller’s offer to sell the Secondary Shares does not violate the registration requirements under the Securities Act or any qualification or notification requirements under applicable state blue sky laws. The Seller has not effected the sale and transfer of the Secondary Shares by or through a broker-dealer in any public offering.

3.7 Compliance with Company Agreements. The Seller is in compliance with the applicable terms and conditions of all agreements between the Seller and the Company, including the Stockholders’ Agreement, with respect to the shares of Preferred Stock owned by the Seller.

3.8 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any other agreement, instrument or document contemplated hereby.

4. Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Seller as of the Closing.

4.1 Organization and Authority of the Purchaser. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has full power, authority and legal capacity to execute and deliver this Agreement and perform its obligations under this Agreement and all agreements, instruments and documents contemplated hereby. This Agreement, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.2 No Conflict; Consents and Approvals. Neither the execution and delivery of this Agreement, nor the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof, will, with or without the passage of time and giving of notice, (i) result in a violation or breach of any provision of the organizational or governing documents or any similar instrument of the Purchaser or (ii) result in a default under any oral or written instrument, note, indenture, mortgage, agreement or contract to which the Purchaser is a party or by which the Purchaser is bound, or in any material respect of any provision of federal or state statute, rule or regulation applicable to the Purchaser. No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or license to which the Purchaser is a party or is subject, is required for the execution, delivery or performance by the Purchaser of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby.

4.3 Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Secondary Shares with the Company’s management and has had an opportunity to review the Company’s facilities.

4.4 Restricted Securities. The Purchaser understands that the Secondary Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Secondary Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Secondary Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Secondary Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Stockholders’ Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Secondary Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

4.5 No Public Market. The Purchaser understands that no public market now exists for the Secondary Shares, and that the Company has made no assurances that a public market will ever exist for the Secondary Shares.

4.6 Legends. The Purchaser understands that the Secondary Shares and any securities issued in respect of or exchange for the Secondary Shares, may be notated with one or all of the following legends:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(a) Any legend set forth in, or required by, the Stockholders’ Agreement or other agreements contemplated by this Agreement.

(b) Any legend required by the securities laws of any state to the extent such laws are applicable to the Secondary Shares represented by the certificate, instrument, or book entry so legended.

4.7 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

4.8 Exculpation. The Purchaser acknowledges that it is not relying upon any person, other than the Seller, the Company and its officers and directors, in making its investment or decision to invest in the Company and purchase the Secondary Shares.

4.9 Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth on the Purchaser’s signature page; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which it has its principal place of business is identified in the address or addresses of the Purchaser set forth on the Purchaser’s signature page.

5. Conditions to the Purchaser’s Obligations at the Applicable Closing. The obligations of the Purchaser to purchase the applicable Secondary Shares at the applicable Closing are subject to the fulfillment, on or before the applicable Closing of each of the following conditions, unless otherwise waived:

5.1 Representations and Warranties. The representations and warranties of the Seller contained in Section 3 shall be true and correct in all respects as of the applicable Closing.

5.2 Performance. The Seller shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Seller in all respects on or before the applicable Closing.

5.3 Compliance Certificate. An authorized signatory of the Seller shall deliver to the Purchaser at the Closing a certificate certifying that the conditions specified in Sections 5.1 and Section 5.2 have been fulfilled.

5.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Secondary Shares pursuant to this Agreement shall be obtained and effective as of the applicable Closing.

5.5 Purchaser Voting Proxy. The Seller shall have executed and delivered the Purchaser Voting Proxy as of the Initial Closing.

6. Conditions of the Seller’s Obligations at the Applicable Closing. The obligations of the Seller to sell the applicable Secondary Shares to the Purchaser at the applicable Closing are subject to the fulfillment, on or before the applicable Closing of each of the following conditions, unless otherwise waived:

6.1 Representations and Warranties. The representations and warranties of the Purchaser contained in Section 4 shall be true and correct in all respects as of the applicable Closing.

6.2 Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the applicable Closing.

6.3 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Secondary Shares pursuant to this Agreement shall be obtained and effective as of the applicable Closing.

6.4 Stockholders’ Agreement. The Purchaser shall have executed and delivered a joinder to the Stockholders’ Agreement as of the Initial Closing.

6.5 Purchaser Voting Proxy. The Purchaser shall have executed and delivered the Purchaser Voting Proxy as of the Initial Closing.

7. Covenants.

7.1 Amendment to Trademark License Agreement. If a Change in Voting Control occurs, then the Company and GameSquare Holdings, Inc., a Delaware corporation (“Game”), shall amend the Trademark License Agreement, dated May 15, 2024, between the Company and Game (as amended, the “License”), in substantially the form attached hereto as Exhibit G. The Parties covenant and agree that the Kalish Investor shall have the right to act on behalf of, and enforce any and all of the rights of, the Company under the License and any amendments thereto, in its sole discretion. The parties acknowledge that the rights of the Kalish Investor set forth in this Section 7.1 are reasonable and necessary to protect the legitimate interests of the Kalish Investor and constitute a material inducement to the Kalish Investor to enter into this Agreement and approve the transactions contemplated by this Agreement.

7.2 Participation Right. Upon a Change in Voting Control, so long as the Game Investor continues to hold at least 2,494,444 shares of Series A-1 Preferred Stock, in the event the Company proposes to undertake an issuance of New Securities (as defined in the Stockholders’ Agreement), for which Major Investors are entitled to participation rights under Section 11 of the Stockholders’ Agreement, the Game Investor shall be entitled to participate in any such offering of New Securities under the same terms and conditions as those offered to Major Investors, as and to the extent contemplated by Section 11 of the Stockholders’ Agreement.

7.3 Master Services Agreement. For the avoidance of doubt, the Parties acknowledge and agree the transactions contemplated by this Agreement and any other agreement, instrument or document contemplated hereby shall not constitute a “Qualifying Shareholder Event” (as defined in the Master Services Agreement, dated May 15, 2024, between the Company and Game (as amended, the “MSA”)) under the MSA unless and until the occurrence of a Change in Voting Control.

7.4 Lock-Up. The Company, the Purchaser, and the Kalish Investor will not, during the period commencing on the date hereof and ending on the earlier of thirty (30) days after a Change in Voting Control occurs and the shares of Game’s common stock no longer being listed on a nationally recognized securities exchange (the “Lock-Up Period”), directly or indirectly (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of (each a “Transfer”) any shares of Game common stock held by such Party as of the date hereof (the “Game Stock”) through open market transaction or private transaction, or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Game Stock held by such Party as of the date hereof (in each case within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) with respect to any Game Stock or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a share of Game Stock, whether or not such transaction is to be settled by the delivery of Game Stock, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so; provided, that, notwithstanding anything in this Section 7.4 to the contrary, (i) the Company, the Purchaser and the Kalish Investor and their respective affiliates will have the right to sell shares of GAME Stock or options to purchase shares of Game Stock if as a result of any applicable law (including any applicable gambling laws), the Company, the Purchaser or the Lender or any of their respective affiliates reasonably believes, after consultation with legal counsel, that the sale of Game Stock by a Party would be desirable to ensure compliance with any laws applicable to the Company, the Purchaser or the Kalish Investor or any of their respective affiliates, (ii) the Company, the Purchaser or the Kalish Investor or any of their respective affiliates will have the right, but not the obligation, to establish a trading plan with respect to the shares of GAME Stock or options to purchase shares of Game Stock held by such Party and (iii) the Company, the Purchaser and the Kalish Investor may Transfer shares of Game Stock or any option to purchase shares of Game Stock to a Party or an affiliate thereof.

7.5 Release.

(a) The Seller, on behalf of itself and its respective present predecessors, successors, assigns, affiliates, insurers, heirs, beneficiaries, executors, administrators and personal representatives (collectively, the “Releasing Parties”), acknowledges and agrees that it (i) will not be owed any other amount by the Purchaser, the Company or any of its affiliates and representatives related to sale of the Secondary Shares and the transactions contemplated hereby; (ii) the Releasing Parties fully, finally and forever release and discharge the Purchaser, the Company and their respective predecessors, successors, assigns, affiliates, partners, equity holders, directors, officers, employees, insurers and representatives (the “Released Parties”) from any liability, obligation, demand, cause of action, agreement or claim (if any) of any nature whatsoever, in law or in equity, direct or indirect, known or unknown, suspected or unsuspected, fixed or contingent, liquidated or unliquidated (collectively, the “Claims’”), which any of the Releasing Parties may have had, may now have or may hereafter have against any of the Released Parties, with respect to, arising under, or in connection with, the sale of the Secondary Shares or the transactions contemplated hereby (together with any Claims under (i) “Released Claims”); and (iii) shall not commence or institute any legal actions, including litigation, arbitration or any other legal proceedings of any kind whatsoever, in law or equity, or assert any claim, demand, action or cause of action concerning the Released Claims.

(b) Each Releasing Party understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or any other Releasing Party now knows or believes to exist regarding the subject matter of the release contained in Section 7.5(a), and which, if known at the time of signing this Agreement, may have materially affected the release in this Section 7.5 and such Releasing Party’s decision to enter into it and grant the release contained in this Section 7.5. Nevertheless, the Releasing Parties intend to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in Section 7.5, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasing Parties hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.

(c) At the request of the Purchaser or the Company, or any other party on behalf of the Purchaser or the Company, the Releasing Party agree to, from time to time, execute and deliver such additional instruments, notices, documents, releases, discharges, termination statements certifications, and additional authorizations that are reasonably necessary to carry out the provisions of this letter.

7.6 Kalish Investor Substitution Rights.

(a) If the Change in Voting Control has not occurred by September 30, 2026, then from October 1, 2026 through December 31, 2026, the Kalish Investor shall have the option and right, but not the obligation, to pay to the Seller an amount equal to $1,975,000 (the “Control Premium”) by wire transfer of immediately available funds to an account designated in writing by the Seller and the Purchaser shall be required to transfer to the Kalish Investor an amount of shares of Series A-1 Preferred Stock equal to the quotient of the Control Premium paid by the Kalish Investor to the Seller divided by the FMV of a share of Series A-1 Preferred Stock as of the date of such payment (the “Reimbursement Shares”). For purposes of this Section 7.6(a), the term “FMV” shall mean the fair market value of the Series A-1 Preferred Stock as of the date the Kalish Investor pays the Control Premium to the Seller, as determined jointly by the Purchaser and the Kalish Investor; provided, that if the Purchaser and the Kalish Investor are unable to agree on the fair market value of the Series A-1 Preferred Stock within a reasonable period of time (not to exceed thirty (30) calendar days from the Kalish Investor’s payment to the Seller of the Control Premium) such fair market value shall be determined in good faith by a Valuation Firm jointly selected by the Purchaser and the Kalish Investor, in their reasonable discretion, taking into account such factors as such Valuation Firm deems appropriate; provided, further, that if the Purchaser and the Seller are unable to agree on a Valuation Firm within thirty (30) calendar days, Deloitte & Touche LLP or its successor shall serve as the Valuation Firm. The Company shall provide the Valuation Firm with access to all reasonably necessary financial and other records of the Company and its subsidiaries as the Valuation Firm may request. The Valuation Firm shall deliver to the Purchaser and the Kalish Investor its written determination of the FMV of the Series A-1 Preferred Stock within sixty (60) days of its engagement and such determination shall be final, conclusive, and binding on the parties. The fees and expenses of the Valuation Firm shall be paid equally by the Purchaser and the Kalish Investor. Upon written notice from the Kalish Investor to the Company that the Kalish Investor has paid the Control Premium to the Seller, the Company shall update its books and records to reflect the transfer of the Reimbursement Shares by the Purchaser to the Kalish Investor.

(b) If the Purchaser does not exercise the A-1 Call Right by September 30, 2026, then from October 1, 2026 through December 31, 2026, the Kalish Investor shall have the option and right, but not the obligation, to cause the Seller to sell the A-1 Call Shares to the Kalish Investor in accordance with this Section 7.6(b). The provisions of Section 2.2, Section 2.3 and Section 2.4 shall apply to this Section 7.6(b), mutatis mutandis.

7.7 Waiver of Rights. For a period of one year from the Initial Closing, the Seller hereby waives its Right of First Refusal (as defined in the Stockholders’ Agreement) and Right of Co-Sale (as defined in the Stockholders’ Agreement) with respect to any sale and/or transfer of the shares of the Company’s capital stock by the Purchaser to a third person.

8. Miscellaneous.

8.1 Costs and Expenses. Each Party will pay all costs and expenses it incurs in connection with the transactions contemplated by this Agreement and any other agreement, instrument or certificate contemplated hereby, including, without limitation, fees and expenses with respect to legal counsel, accountants and investment advisors. This paragraph shall survive the termination of this term sheet.

8.2 Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Seller, on the one hand, and the Purchaser, on the other hand, contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and each Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchaser or the Seller.

8.3 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Without limiting Section 7.1, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.4 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

8.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.7 Notices.

(a) General. All notices and other communications given or made pursuant to this Agreement shall be in writing (including electronic mail as permitted in this Agreement) and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 8.7.

(b) Consent to Electronic Notice. Each party consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic mail pursuant to Section 232 of the DGCL (or any successor thereto) at the e-mail address set forth below such party’s name on the signature page, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

8.8 Costs of Enforcement. If any action at law or in equity (including, arbitration) is necessary to enforce or interpret the terms of this Agreement or any other agreement, instrument or certificate contemplated hereby, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.9 Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of each of the Parties. Any amendment or waiver effected in accordance with this Section 8.9 shall be binding upon each Party and their respective successors and assigns.

8.10 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

8.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

8.12 Entire Agreement. This Agreement (including the Exhibits hereto) and the other agreements, instruments and certificates contemplated hereby constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties are expressly canceled.

8.13 Dispute Resolution.

The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Each of the Parties consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

Waiver of Jury Trial: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OTHER AGREEMENT, INSTRUMENT OR CERTIFICATE CONTEMPLATED HEREBY, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Secondary Preferred Stock Purchase Agreement as of the date first written above.

[Signature Page to Secondary Preferred Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Secondary Preferred Stock Purchase Agreement as of the date first written above.

[Signature Page to Secondary Preferred Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Secondary Preferred Stock Purchase Agreement as of the date first written above.

[Signature Page to Secondary Preferred Stock Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Secondary Preferred Stock Purchase Agreement as of the date first written above.

[Signature Page to Secondary Preferred Stock Purchase Agreement]

Exhibit A

Form of Loan Agreement

(see attached)

Exhibit B

Form of Pledge Agreement

(see attached)

Exhibit C

Form of Purchaser Voting Proxy

(see attached)

Exhibit D

Form of Purchase Agreement

(see attached)

Exhibit E

Seller Wire Instructions

[●]

Exhibit F

Form of Seller Voting Proxy

(see attached)

Exhibit G

Form of Amendment to Trademark License Agreement

(see attached)

Exhibit 10.2

FAZE MEDIA, INC.

LIMITED PROXY AND POWER OF ATTORNEY

I, M40A3 LLC, a Delaware limited liability company (the “Principal”), hereby irrevocably constitute, appoint, authorize and empower FaZe Media Holdings, LLC, a Delaware limited liability company (the “Agent”), during the term of this Limited Proxy and Power of Attorney, as my sole and exclusive true and lawful proxy and attorney-in-fact with full power of substitution, to vote and exercise all voting and related rights including (without limitation) the rights to nominate and elect the Series A-1 Preferred Director (as defined in the Amended and Restated Certificate of Incorporation of the Company, dated May 15, 2024 (the “A&R Charter”)) that with respect to all of the shares of Series A-1 Preferred Stock of FaZe Media, Inc. (the “Company”), par value $0.0001 per share (and any and all securities issued or issuable in respect thereof) that are now or hereafter beneficially owned by the Principal (collectively, the “Covered Shares”), for and in the name, place and stead of the Principal, at Agent’s sole discretion, at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to any matter that may be submitted for a vote of stockholders of the Company.

FaZe Media Holdings, LLC

6775 Cowboys Way, Suite 1335

Frisco, TX 75034

Attention: Justin Kenna

Email: justin@gamesquare.com

with a courtesy copy to:

Baker Hostetler LLP

1900 Avenue of the Starts | Suite 2700

Los Angeles, CA 90067-4301

Attention: Alan A. Lanis, Jr., Esq.

Email: jrlanis@bakerlaw.com

M40A3 LLC

543 N Sierra Bonita Ave

Los Angeles, CA 90036

Attention: Richard Bengtson

Email: fazebanks.eth@gmail.com

[Signature Page Follows]

IN WITNESS WHEREOF, I have hereunto signed my name on June 17, 2024.

FaZe Media, Inc.

Limited Proxy and Power of Attorney

Signature Page

Exhibit A

Wire Instructions

[●]

Exhibit 10.3

FAZE MEDIA, INC.

LIMITED PROXY AND POWER OF ATTORNEY

I, FaZe Media Holdings, LLC (the “Principal”), hereby irrevocably constitute, appoint, authorize and empower M40A3 LLC, a Delaware limited liability company (the “Agent”), during the term of this Limited Proxy and Power of Attorney, as my sole and exclusive true and lawful proxy and attorney-in-fact with full power of substitution, to vote and exercise all voting and related rights including (without limitation) the rights to nominate and elect the Series A-1 Preferred Director (as defined in the Amended and Restated Certificate of Incorporation of the Company, dated May 15, 2024 (the “A&R Charter”)) that with respect to all of the shares of Series A-1 Preferred Stock of FaZe Media, Inc. (the “Company”), par value $0.0001 per share (and any and all securities issued or issuable in respect thereof) that are now or hereafter beneficially owned by the Principal (collectively, the “Covered Shares”), for and in the name, place and stead of the Principal, at Agent’s sole discretion, at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to any matter that may be submitted for a vote of stockholders of the Company.

M40A3 LLC

543 N Sierra Bonita Ave

Los Angeles, CA 90036

Attention: Richard Bengtson

Email: fazebanks.eth@gmail.com

FaZe Media Holdings, LLC

6775 Cowboys Way, Suite 1335

Frisco, TX 75034

Attention: Justin Kenna

Email: justin@gamesquare.com

with a courtesy copy to:

Baker Hostetler LLP

1900 Avenue of the Starts | Suite 2700

Los Angeles, CA 90067-4301

Attention: Alan A. Lanis, Jr., Esq.

Email: jrlanis@bakerlaw.com

[Signature Page Follows]

IN WITNESS WHEREOF, I have hereunto signed my name on June 17, 2024.

FaZe Media, Inc.

Limited Proxy and Power of Attorney

Signature Page

Exhibit 10.4

First Amended and Restated Trademark License Agreement

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”).

WHEREAS, the Parties entered into that certain Trademark License Agreement dated as of May 15, 2024;

WHEREAS, the Parties desire to amend and restate that May 15, 2024 Trademark License Agreement as fully set forth below;

WHEREAS, pursuant to that certain Contribution Agreement, dated as of the date hereof, by and among GAME, FaZe Holdings Inc., a Delaware corporation and wholly-owned subsidiary of GAME, FaZe Media Holdings, LLC, a Delaware limited liability company, and Faze Media, Faze Media attained and became the sole and exclusive owner of certain trademarks and copyrights consisting for purposes of this Agreement of (i) the United States trademark for “FAZE CLAN”, U.S. Trademark Application Serial Nos. 87/332787, 87/335175, and 87/335668 and U.S. Trademark Registration No. 4,906,907 and applicable applications and registrations for the same trademark in other jurisdictions, (ii) the United States trademark for “Faze”, U.S. Trademark Application Serial No. 88/644931 and U.S. Trademark Registration Nos. 5,748,189 and 4,550,118 and applicable applications and registrations for the same trademark in other jurisdictions, (iii) the United States trademark for a stylized FaZe Clan logo, U.S. Trademark Application Serial No. 87/335254 and U.S. Trademark Registration Nos. 5,353,806 and 4,421,862 and applicable applications and registrations for the same trademark in other jurisdictions (the “Faze Clan Logo”), and any registered or unregistered copyrights associated with the foregoing (collectively, the “Licensed Marks”); and

WHEREAS, GAME wishes to obtain, and Faze Media is willing to grant to GAME and its Affiliates, an exclusive license to use the Licensed Marks specifically for the purposes of competitive team play within eSports that are owned and operated by GAME or its Affiliates and for the existing ancillary revenue streams from eSports set forth on Schedule A (collectively, the “Field of Use”) on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. License.

(a) Grant. Subject to this Agreement’s terms and conditions, Faze Media hereby grants to GAME and its Affiliates during the Term (as defined below) an exclusive, worldwide, non-transferable (except as provided in Section 12), royalty-free, non-sublicensable (except as provided in Section 1(b)) license to use the Licensed Marks within the Field of Use. For the purposes of this Agreement, ‘Field of Use’ shall include the naming and branding of approved eSports competition teams (e.g., ATLANTA Faze in Call of Duty) and active athletes on those competition teams (e.g., FaZe EpikWhale). No license or rights are granted to GAME or its Affiliates by implication, estoppel, or otherwise, other than as expressly granted by Faze Media under this Section.

(b) Sublicensing. GAME acknowledges its right, as granted under Section 1(a) of this Agreement, to sublicense the Licensed Marks to professional eSports teams and competition athletes owned or operated by GAME or any of its Affiliates, in addition to the sublicensing rights specified below. Upon providing prior written notice to Faze Media, GAME may extend sublicenses under the license conferred in Section 1(a)to manufacturers, distributors, and other contractors exclusively to facilitate the provision of services to GAME or its Affiliates or to act on behalf of GAME or its Affiliates; provided, that in no event shall GAME or any of its Affiliates be entitled to receive any payment from a third-party for sublicensing the license conferred in Section 1(a) other than as set forth in that certain Side Letter by and between the Gigamoon Media LLC, a Delaware limited liability company (the “Kalish Investor”), and GAME. All such sublicenses must adhere to the following conditions: (A) Be formally documented in writing and comply with the terms and conditions of this Agreement; (B) Explicitly prohibit further sublicensing or assignment to any third party; and (C) Automatically expire upon the termination of this Agreement as specified in Section 11(b), or, in the case of an Affiliate, on the date said Affiliate ceases to be an Affiliate of GAME. GAME is responsible for ensuring that all sublicensees adhere to the terms and conditions of this Agreement. Any action or failure to act by a sublicensee that constitutes a material breach of this Agreement, if carried out by GAME, shall be considered a material breach by GAME.

2. Use of the Licensed Marks.

(a) Compliance. GAME shall ensure that all uses of the Licensed Marks by GAME, its Affiliates and sublicensees, including in all advertising, marketing, and promotional materials related to the Licensed Marks, strictly adhere to the following conditions:

(i) Adherence to Faze Media’s Brand Standards: All uses of the Licensed Marks must conform to Faze Media’s guidelines on the form, manner of presentation, and use of notice symbols and legends associated with the Licensed Marks. This includes compliance with Faze Media’s specifications regarding the Licensed Marks’ design, distribution, and sale, ensuring that such use maintains the quality and reputation symbolized by the Licensed Marks as of the Effective Date.

(ii) Approval Rights for Specific Use: GAME shall submit for Faze Media’s prior written approval, a detailed list of professional eSports teams and competition athletes intending to use the Faze branding, including specifics on how the Faze name, marks, and logos will be displayed. This submission must cover all intended uses, including but not limited to uniforms, promotional materials, and merchandise associated with the team or athlete. Faze Media shall not unreasonably withhold or delay approval.

(iii) Suitability and Brand Protection: GAME is responsible for ensuring that all professional eSports teams and competition athletes associated with the Faze branding meet Faze Media’s standards for suitability to protect the brand’s integrity. This includes obtaining Faze Media’s express approval for each individual athlete using the “Faze” gamer tag, with Faze Media retaining the right to withhold approval based on suitability concerns (e.g., preventing use by individuals whose conduct or background could harm the Faze brand). Faze Media shall not unreasonably withhold or delay approval.

(iv) Revenue Generating Use Restrictions: GAME agrees that any revenue-generating use of the Faze brand, including merchandising and products, will be strictly limited to items directly related to the approved competition team or athlete. GAME may not use the Faze branding for the sale of merchandise or products not directly associated with the approved team or athlete, ensuring that all such uses are directly connected to the promotion of the Faze-affiliated team or athlete and receive Faze Media’s prior written approval.

(v) Compliance with Laws and Regulations: All uses of the Licensed Marks by GAME and its sublicensees must comply with all applicable laws and regulations.

(b) Inspections and Approvals. So Faze Media can ensure GAME’s compliance with Section 2(a), GAME shall permit, and shall require its Affiliates and sublicensees to permit, at Faze Media’s request (or its authorized representative), but no more than three times each calendar year, GAME shall submit to Faze Media, at GAME’s cost, representative samples, or representative photographs or descriptions thereof, of any materials or items then published, released or in distribution reflecting the Licensed Marks.

3. Ownership and Protection of Licensed Marks.

(a) Acknowledgment. GAME acknowledges and agrees that, as between the Parties, (i) Faze Media owns and will retain all right, title, and interest in and to the Licensed Marks; and (ii) all use by GAME, its Affiliates, or any sublicensees of the Licensed Marks under this Agreement, and all goodwill accruing therefrom, will inure solely to the benefit of Faze Media. GAME shall not dispute or challenge, or assist any person or entity in disputing or challenging, Faze Media’s rights in and to the Licensed Marks or the Licensed Marks’s validity.

(b) Registration and Maintenance. Faze Media has the sole right, in its discretion and at its expense, to file and prosecute all applications for the Licensed Marks. Faze Media shall maintain and retain all registrations for the Licensed Marks. GAME shall provide, at the request of Faze Media and at Faze Media’s expense, all necessary assistance with such filing, maintenance, and prosecution.

(c) Enforcement. GAME shall promptly notify Faze Media in writing of any actual, suspected, or threatened infringement, dilution, or other conflicting use of the Licensed Marks by any third party of which it becomes aware. Faze Media has the sole right, in its discretion, to bring any action or proceeding with respect to any such infringement, dilution, or other conflict and to control the conduct of, and retain any monetary recovery resulting from, any such action or proceeding (including any settlement). GAME shall provide Faze Media with all assistance that Faze Media may reasonably request, at Faze Media’s expense, in connection with any such action or proceeding.

4. Collaboration. It is anticipated that there will be opportunities to collaborate between GAME’s Faze-branded eSports teams and athletes and FaZe Media. GAME may send plans to FaZe Media updating the leadership on their upcoming priorities, including events, merchandise drops, content plans and business opportunities with proposals as to how FaZe Media creators and GAME eSports teams and athletes may cooperate or partner on those efforts. FaZe Media may send plans to GAME updating the leadership on their upcoming priorities, including events, merchandise drops, content plans and business opportunities with proposals as to how FaZe Media creators and GAME eSports teams and athletes may cooperate or partner on those efforts. Each organization may review and discuss those opportunities, and determine plans to cooperate as well as the nature of the cooperation and any relevant value exchange or share in benefits of the cooperation, at their sole discretion. For the avoidance of doubt, neither GAME nor FaZe Media shall have any obligation to enter into any agreement or engage in any discussions with respect to such collaboration.

5. Fees and Payment Schedule.

(a) License Fee. GAME shall pay Faze Media an annual license fee (“License Fee”) as outlined below for the rights and licenses granted under this Agreement:

(i) For each year of the Initial Term and Renewal Term (as defined below): GAME shall issue to Faze Media that number of shares of GAME’s common stock, par value $0.0001 (the “Common Stock”), equal to the quotient of (x) the product of 2.5% multiplied by Faze Esports gross revenues earned in each applicable fiscal year divided by (y) the Applicable Share Price for such fiscal year.

(b) Timing of Payment; Pro Ration. The License Fee for each fiscal year shall be paid no later than five (5) business days following the deadline to file, GAME’s Annual Report on Form 10-K with the U.S. Securities and Exchange Commission for such fiscal year. The amount of the License Fee shall be calculated based on the number of days that this Agreement was in effect during such fiscal year and the number of days elapsed.

(c) Definitions. For purposes of this Agreement:

(i) “Affiliate(s)” means with respect to a Party, any person, corporation, or entity that directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with, such Party. For the purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) of a business entity means (a) the direct or indirect ownership of fifty percent (50%) or more of the voting stock or other voting interest in such entity, (b) the right to appoint fifty percent (50%) or more of the directors or management of such entity, and/or (c) the power to otherwise control or direct the decisions of the board of directors or similar body governing the affairs of such entity.

(ii) “Applicable Share Price” means, with respect to a fiscal year the average of the VWAP for each trading day of such fiscal year.

(iii) “VWAP” means, for the Common Stock as of any trading day, the dollar volume-weighted average price for the Common Stock on the Nasdaq Capital Market (or such other nationally recognized securities exchange), as reported by Bloomberg or such other source as the Parties may mutually agree.

6. Registration Rights. GAME and Faze Media shall comply with, and Faze Media shall be entitled to the benefits of, the provisions of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A, governing and providing for, among other matters, registration rights with respect to the Common Stock (the “Registration Rights”). Any breach of the Registration Rights by GAME shall be deemed to be a material breach of this Agreement.

7. Confidentiality. Each Party acknowledges that in connection with this Agreement it may gain access to information that is treated as confidential by the other Party, including information about the other Party’s business operations and strategies, goods and services, customers, pricing, marketing, and other sensitive and proprietary information (“Confidential Information”). Each Party shall not disclose or use any Confidential Information of the other Party for any purpose other than as reasonably necessary to exercise its rights or perform its obligations under this Agreement; provided that each Party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order.

8. Representations and Warranties.

(a) Mutual Representations. Each Party represents and warrants to the other Party that, as of the Effective Date: (i) it is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction of its organization; (ii) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of such Party; and (iv) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.

(b) GAME Representations. GAME represents and warrants that it has obtained all approvals, licenses, and certifications necessary to exercise its rights and perform its obligations under this Agreement.

(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, Faze MEDIA EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED MARKS, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification.

(a) By Faze Media. Faze Media shall indemnify, defend, and hold harmless GAME and GAME’s affiliates, officers, directors, employees, agents, successors, and assigns (each, a “GAME Indemnified Party”) against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, suit, action, or proceeding (“Third-Party Claim”) relating to Faze Media’s breach of this Agreement.

(b) By GAME. GAME shall indemnify, defend, and hold harmless Faze Media and Faze Media’s affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Faze Media Indemnified Party”) against all Losses arising out of or in connection with any Third-Party Claim relating to: (i) GAME’s breach of this Agreement; or (ii) use of any Licensed Marks by GAME or any sublicensee under this Agreement, including any product liability claim and any claim of infringement, dilution, or other violation of any intellectual property rights relating to the manufacture, promotion, advertising, distribution of the Licensed Marks by GAME or any sublicensee but excluding any claim based solely on infringement, dilution, or other violation of any third-party trademark rights relating to the use of any Licensed Marks by GAME or any sublicensee in accordance with this Agreement.

(c) Indemnification Procedure. A GAME Indemnified Party or Faze Media Indemnified Party (each, as applicable, an “Indemnified Party”) shall promptly notify the Party from whom it is seeking indemnification (“Indemnifying Party”) in writing of any Third-Party Claim for which it is entitled to indemnification under this Section. The Indemnifying Party shall control the investigation and defense of such Third-Party Claim, at the Indemnifying Party’s expense. The Indemnified Party shall provide all assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnifying Party shall not settle any such Third-Party Claim in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may participate in and observe the proceedings with counsel of its choice at its own cost and expense.

10. Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY FOR INDEMNIFICATION UNDER SECTION 9 OR BREACH OF CONFIDENTIALITY UNDER SECTION 7 OR A PARTY’S GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR USE OF THE LICENSED MARKS HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Term and Termination.

(a) Term. Subject to earlier termination as provided for in Section 9(b), the term of this Agreement shall be for a period of 5 years from the Effective Date (“Initial Term”) and this Agreement shall automatically renew for successive additional terms of five (5) years (each, a “Renewal Term”).

(b) Termination.

(i) Either Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice of such breach from the non-breaching Party.

(ii) Faze Media may terminate this Agreement on written notice to GAME if:

(A) a person or entity, directly or indirectly, in a single transaction or series of related transactions, acquires control of GAME or all or substantially all of the assets of GAME, or GAME is merged with or into another entity;

(B) the shares of Common Stock are delisted from the Nasdaq Capital Market and the shares of Common Stock are not relisted or quoted on a national securities exchange as defined under the Securities Exchange Act of 1934; or

(C) GAME files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing or an involuntary petition is filed against GAME (unless such petition is dismissed or discharged within ninety (90) days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of GAME.

(c) Effect of Termination. Upon the expiration or termination of this Agreement or any Sell-Off Period expressly permitted under Section 11(d) all rights and licenses granted under this Agreement and all sublicenses granted by GAME will terminate. Expiration or termination of this Agreement will not relieve the Parties of any obligations accruing before the effective date of expiration or termination. The Parties’ rights and obligations and any right, obligation, or required performance of the Parties under this Agreement that, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

(d) Sell-Off Period. Following the date of expiration or termination of this Agreement (excluding termination by Faze Media pursuant to Section 11(b)), GAME, its Affiliates, and any sublicensees shall have the right, for a period of one year from such termination or expiration date (the “Sell-Off Period”), to continue selling any products that were created prior to the date of termination or expiration and that incorporate the Licensed Marks. This right is subject to the condition that such products must have been in GAME’s or its sublicensees’ inventory, or in the process of manufacture, as of the date of expiration or termination. All sales during the Sell-Off Period shall be conducted in accordance with the terms and conditions of this Agreement.

12. Assignment. GAME may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Faze Media’s prior written consent, which consent Faze Media may not unreasonably withhold or delay, except that GAME may make such an assignment, delegation, or other transfer, in whole or in part, without the Faze Media’s consent: (a) to an Affiliate; or (b) in connection with the transfer or sale of all or substantially all of the business or assets of GAME relating to this Agreement. No delegation or other transfer will relieve GAME of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

13. General Provisions.

(a) Further Assurances. Each Party shall, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and take such further actions as may be necessary to give full effect to the terms of this Agreement.

(b) Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.

(c) Notices. All correspondence or notices required or permitted to be given under this Agreement must be in writing, in English, and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time). Each Party shall deliver all notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the notice has complied with the requirements of this Section. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as specified in a notice given in accordance with this Section):

(d) Entire Agreement. This Agreement, including and together with any related exhibits and schedules, constitutes the sole and entire agreement of Faze Media and GAME with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

(e) No Third-Party Beneficiaries. Except for the right of Indemnified Parties to enforce their indemnification rights under Section 9 and (b) the Kalish Investor who is an express third party beneficiary entitled to enforce Faze Media’s rights under this Agreement (whether in the Kalish Investor’s name or Faze Media’s name), including asserting any claims or commencing any action, suit or other legal proceeding Faze Media may have under this Agreement for material breaches, provided that the Kalish Investor acknowledges and agrees that in advance of undertaking any of the foregoing it shall (i) exhaust all non-legal approaches to curing such material breach and (ii) provide advance written notice to the Boards of Directors of Faze Media and GAME of its intent to enforce Faze Media’s rights hereunder, this Agreement solely benefits the Parties and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(f) Amendment; Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(g) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(h) Governing Law. This Agreement, all relations between or among the Parties, and any and all disputes between or among the Parties, whether any such dispute sounds in law, equity or otherwise, is to be exclusively construed in accordance with or governed by (as applicable) the law of the State of New York without recourse to New York (or any other) choice of law or conflicts of law principles.

(i) Equitable Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the non-breaching Party will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

(j) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

[Signature Page to Trademark License Agreement]

SCHEDULE A

Existing Ancillary Revenue Streams

EXHIBIT A

Form of Registration Rights Agreement

(attached)