Engine Media Holdings, Inc. Common Shares EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 11th, 2021 • Engine Media Holdings, Inc. • Services-amusement & recreation services • New York
Engine Media Holdings, Inc., a British Columbia corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord” or the “Representative”), as representative of the several sales agents identified on Schedule 1 hereto (the “Agents”), with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common shares, no par value per share (the “Common Shares”), having an aggregate offering price of up to US$50,000,000 (the “Maximum Amount”) through or to Canaccord, as sales agent or principal in each case on behalf of the Agents, on the terms and subject to the conditions set forth in this Agreement.
IRREVOCABLE VOTING AND SUPPORT AGREEMENTVoting 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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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.
GAMESQUARE SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [insert date], 2024, by and between GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
Engine Media Holdings, Inc. as Issuer and as U.S. Trustee and as Canadian Trustee Indenture Dated as of [ ]Indenture • March 25th, 2021 • Engine Media Holdings, Inc. • Services-amusement & recreation services • Ontario
INDENTURE, dated as of ____________________, among ENGINE MEDIA HOLDINGS, INC., a corporation duly continued and existing under the laws of British Columbia, Canada (herein called the “Company”), having its principal office at 77 King Street West, Suite 3000, PO Box 95, Toronto, Ontario, Canada, M5K 1G8, and ______________________, a ______________________, organized under the laws of ______________________, as U.S. trustee (herein called the “U.S. Trustee”), and ______________________, a ______________________, organized under the laws of ______________________, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
ContractGameSquare Holdings, Inc. • March 13th, 2024 • Services-amusement & recreation services • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
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”.
ARRANGEMENT AGREEMENT BETWEEN GAMESQUARE ESPORTS INC. AND Engine gaming & media, inc.Arrangement Agreement • December 27th, 2022 • Engine Gaming & Media, Inc. • Services-amusement & recreation services • Ontario
Torque Esports Corp.Torque Esports Corp. • July 14th, 2020 • Ontario
GAMESQUARE ESPORTS INC. AND ENGINE GAMING & MEDIA, INC. ENTER DEFINITIVE ARRANGEMENT AGREEMENTEngine Gaming & Media, Inc. • December 9th, 2022 • Services-amusement & recreation services
● Combination creates end to end digital media and technology platform connecting global brands with gaming and youth culture audiences
FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • September 27th, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services
This Financing and Security Agreement (“Agreement”) is made and entered into on September 14, 2023 by and among FRANKLY MEDIA LLC (“Administrative Borrower”), GCN, INC. (“GCN”), GAMESQUARE ESPORTS (USA) INC. d/b/a Fourth Square Studios (“GSQ USA”), NEXTGEN TECH LLC d/b/a Complexity Gaming (“Complexity”), SWINGMAN, LLC d/b/a Cut+Sew and Zoned (“Zoned”), MISSION SUPPLY LLC (“Mission”), and SIDEQIK, INC. (“Sideqik” and together with Administrative Borrower, GCN, GSQ USA, Complexity, Zoned, Mission, and Sideqik on a joint and several basis, “Borrower”, and any reference to “Borrower” hereunder shall be deemed a reference to each of the foregoing Borrowers), and SLR DIGITAL FINANCE LLC (“Lender”). Lender has agreed, in accordance with the terms herein in Lender's sole discretion, to make Advances against the Face Amount of certain of Borrower’s Accounts, provided that Borrower agrees to the provisions of this Agreement. Capitalized terms used herein shall have the meanings ascribed thereto
Torque Esports Enters into Definitive Purchase Agreement for Controlling Stake in Ferrari-Partnered AllinsportsTorque Esports Corp. • July 14th, 2020
TORONTO, ON, October 18, 2019 — Torque Esports Corp. (“Torque” or the “Company,” TSX VENTURE: GAME, OTCQB: MLLLF) – Torque Esports has signed a definitive share purchase agreement to acquire a 51 percent interest in the market-leading motorsport simulator manufacturer, Allinsports. The investment was previously announced by Torque on October 3, 2019.
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES Torque Esports, Frankly, and WinView ENTER INTO business Combination AgreementTorque Esports Corp. • July 14th, 2020
TORONTO, ON, March 10, 2020 – Torque Esports Corp. (TSX-V: GAME) (OTCQB: MLLLD) (“Torque”, formerly Millennial Esports Corp.), Frankly Inc. (TSX-V: TLK) (OTCQX: FRNKF) (“Frankly”), and WinView, Inc. (“WinView”) have entered into a business combination agreement dated March 9, 2020 (the “Business Combination Agreement”), pursuant to which Torque will acquire each of Frankly and WinView (the “Transaction”), which will create an integrated platform dedicated to live esports, news and gaming.
AGENCY AGREEMENTAgency Agreement • April 3rd, 2023 • Engine Gaming & Media, Inc. • Services-amusement & recreation services • Ontario
The undersigned, Roth Canada, Inc., as lead agent (“Roth” or the “Agent”), understand that Engine Gaming and Media, Inc. (the “Corporation”) proposes to issue and sell up to 7,200,000 subscription receipts of the Corporation (the “Initial Subscription Receipts”) at a price of USD$1.25 per Initial Subscription Receipt (the “Offering Price”) to raise up to USD$9,000,000 (the “Offering”).
LOAN Agreement BETWEEN TORQUE ESPORTS CORP.Loan Agreement • July 14th, 2020 • Torque Esports Corp. • Ontario
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services • 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.
ARRANGEMENT AGREEMENTArrangement Agreement • July 14th, 2020 • Torque Esports Corp. • Alberta
THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS REGISTRATION RIGHTS (this “Agreement”), dated as of [insert date], 2024, is made and entered into by and among GameSquare Holdings, Inc., a British Columbia corporation (the “Company”), and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to subsection 5.2.2 (collectively, the “Holders” and each, a “Holder”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 27th, 2023 • GameSquare Holdings, Inc. • Services-amusement & recreation services • California
This Intercreditor Agreement (this "Agreement") is made as of the 14th day of September 2023, by and among Frankly Media LLC, GCN, INC., GAMESQUARE ESPORTS (USA) INC. d/b/a Fourth Square Studios, NEXTGEN TECH LLC d/b/a Complexity Gaming (“Complexity”), SWINGMAN, LLC d/b/a Cut+Sew and Zoned, MISSION SUPPLY LLC, and SIDEQIK, INC. (such parties referred to herein collectively as “Client”), EB Acquisition Company, LLC, a Georgia limited liability company (hereafter referred to as “EB”), King Street Partners LLC, a Georgia limited liability company (“King Street”), Frankly Media, LLC (“Guarantor”) and SLR Digital Finance LLC (“SLR”).
SUBSCRIPTION RECEIPT AGREEMENTSubscription Receipt Agreement • April 11th, 2023 • Engine Gaming & Media, Inc. • Services-amusement & recreation services • Ontario
ENGINE GAMING AND MEDIA, INC., a corporation governed by the laws of the Province of British Columbia (hereinafter referred to as the “Corporation”)
torque esports corp.Engine Merger • July 14th, 2020 • Torque Esports Corp. • Ontario
Stockholders’ Rights Agreement, dated as of April 21, 2016, by and among WinView, Inc., the persons and entities listed on Exhibit A thereto.
Membership Interest Purchase Agreement among GLOBAL ESPORTS PROPERTIES, LLC, as Buyer; GameSquare Esports (USA), Inc., as Seller; and GameSquare Holdings, Inc., as the beneficial owner of the Company and the Affiliated Entities dated as of March 1, 2024Membership Interest Purchase Agreement • March 4th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of March 1, 2024, is entered into among Global Esports Properties, LLC, a Delaware limited liability company (“Buyer”), GameSquare Esports (USA), Inc., a Nevada corporation and sole member of the Company (“Seller”), and GameSquare Holdings, Inc., a corporation formed under the laws of the province of Ontario (“Beneficial Owner”).
SECURITY AGREEMENTSecurity Agreement • March 4th, 2024 • GameSquare Holdings, Inc. • Services-amusement & recreation services • Delaware
This SECURITY AGREEMENT, dated as of March 1, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among Global Esports Properties, LLC, a Delaware limited liability company (the “Grantor”), in favor of GameSquare Esports (USA), Inc., a Nevada corporation (the “Secured Party”).
