BRPM Stockholder Settlement

The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement with the Defendants. The Notice is also being sent to inform Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation for the Settlement proceeds, and the application by Plaintiffs’ Counsel for a Fee and Expense Award in connection with the Settlement (the “Settlement Hearing”). See "When and Where Will the Settlement Hearing Be Held?" FAQ 11 below for details about the Settlement Hearing, including the location, date, and time of the hearing.

The Court directed that the Notice be mailed to you because you may be a member of the Class. The Court has directed us to send you the Notice because, as a Class Member, you have a right to know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand how the Action and the proposed Settlement generally affect your legal rights. Please Note: the Court may approve the proposed Settlement with such modifications as the Settling Parties may agree to, if appropriate, without further notice to the Class.

The issuance of the Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claim in the Action, and the Court has not yet decided whether to approve the Settlement. If the Court approves the Settlement, then payments to Eligible Class Members (defined in paragraph 21, below) will be made after any appeals are resolved.

PLEASE NOTE: Receipt of the Notice does not mean that you are a Class Member or an Eligible Class Member or that you will be entitled to receive a payment from the Settlement.

The following recitation does not constitute findings of the court. The court has made no findings with respect to the following matters, and these recitations should not be understood as an expression of any opinion of the court as to the merits of any of the claims or defenses raised by any of the parties.

Factual Background

On June 19, 2020, BRPM, a special purpose acquisition company, was incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On February 23, 2021, BRPM completed its initial public offering (“IPO”) of 17.25 million units at a price of $10.00 per unit, generating gross proceeds of $172.5 million. Each unit consisted of one share of BRPM Class A common stock (“Common Stock”), and one-third of one public warrant redeemable at a price of $11.50 per share.

The funds raised from the IPO were placed in a trust account for the benefit of BRPM public stockholders, who had the right to redeem all or a portion of their shares of Common Stock at a per-share price, payable in cash, equal to their pro rata share of the aggregate amount on deposit in the trust account upon the occurrence of certain events.

On December 29, 2021, BRPM entered into a business combination agreement (“Merger Agreement”) with (i) FaZe Clan Inc. (“Legacy FaZe”), pursuant to which Legacy FaZe would merge with and become a subsidiary of BRPM (the “Merger”).

On March 10, 2022, BRPM filed with the United States Securities and Exchange Commission (“SEC”) a Form 8-K, disclosing that Legacy FaZe waived the requirement that BRPM have a minimum of $128 million in cash available after redemptions and transaction expenses.

On June 21, 2022, BRPM filed with the SEC a prospectus (“Prospectus”). The Prospectus informed stockholders that they had the right to redeem their stock before the Merger for approximately $10 per share. The Prospectus also informed stockholders that those who wanted to exercise their redemption right (the “Redemption Right”) had to do so by July 13, 2022 (the “Redemption Deadline”).

On July 13, 2022, the Redemption Right expired and holders of 15.8 million shares of BRPM Common Stock (the “Redeeming Stockholders”) exercised their Redemption Right. Approximately 1.4 million shares that were eligible for redemption were not redeemed.

On July 15, 2022, BRPM stockholders voted to approve the Merger, which was consummated on July 19, 2022.

Following the Merger, BRPM was renamed FaZe Holdings Inc.

The Start Of This Action

On June 4, 2024, and after conducting a books and records investigation of FaZe Holdings, Inc. pursuant to 8 Del. C. § 220, Plaintiff commenced this action against Defendants, on behalf of himself and similarly situated current and former Company stockholders, by filing a Verified Class Action Complaint in the Court of Chancery of the State of Delaware (the “Court”) bearing the caption Nathan Carter v. Bryant R. Riley Securities, Inc., et al., C.A. No. 2024-0605-KSJM (the “Complaint”) (Trans. ID 73304866).

The Complaint alleged claims against the Defendants for breach of fiduciary duties as conflicted controlling stockholders, directors, and/or officers, and it alleged that the Prospectus was materially misleading. In support of the claims, Plaintiff alleged in the Complaint that the Prospectus: (i) failed to disclose BRPM’s net-cash per share amount as of the time of the Merger, (ii) contained materially misleading projections for Legacy FaZe, which, unbeknownst to public stockholders, massively and unrealistically increased Legacy FaZe’s projected revenues from projections that had been prepared just a few months earlier; and (iii) contained materially misleading representations about BRPM’s Merger process, including that the BRPM Board had conducted significant due diligence on Legacy FaZe. Plaintiff sought, inter alia, rescissory damages and other relief as deemed just and proper by the Court.

On June 20, 2024, Plaintiff served defendants with a first set of requests for production of documents and a first set of interrogatories.

Confirmatory Discovery And The Settlementd

Following arm’s-length negotiations, on August 27, 2024, the Parties entered into a settlement term sheet (the “Settlement Term Sheet”) that reflected the Parties’ agreement in principle to settle the Action on the terms set forth herein.

Pursuant to the terms of the Settlement Term Sheet, the Parties agreed to conduct certain confirmatory discovery relating to the underlying claims in the Action. The Settlement Term Sheet specifically provided that “If, after completing confirmatory discovery, Plaintiff does not believe that the Settlement is fair, reasonable and adequate, Plaintiff may terminate the Settlement and the Parties will return to their positions as they existed immediately prior to the execution of this Term Sheet.” Confirmatory discovery included a search of electronically stored information using an agreed-upon search protocol and production of documents. This resulted in the production of 27,906 pages of documents, which was comprised of 3,073 discrete documents (the “Confirmatory Discovery Documents”).

After reviewing and analyzing the Confirmatory Discovery Documents, on December 3, 2024, Plaintiff’s Counsel took the deposition of Tamara Brandt, who was the former chief legal officer and head of business and legal affairs of Legacy FaZe, and a director of B. Riley Financial, Inc.

On December 5, 2024, Plaintiff’s Counsel took the deposition of Daniel Shribman, who was the Chief Executive Officer, the Chief Financial Officer, and a director of BRPM leading up to the Merger.

On February 26, 2025, the Court entered a Scheduling Order directing that this Notice of the Settlement be provided to potential Class Members, and scheduling the Settlement Hearing to, among other things, consider whether to grant final approval of the Settlement.

If you are a member of the Class, you are subject to the Settlement. The Class preliminary certified by the Court solely for purposes of the Settlement consists of:

All record and beneficial holders of BRPM Common Stock as of the July 13, 2022 Redemption Date who were entitled to, but did not, redeem such shares, together with their heirs, assigns, transferees and successors-in-interest, but excluding (a) Defendants and GameSquare; (b) the directors, officers, or partners of BRPM as of the Redemption Date; (c) the members of immediate families of Defendants or any person who was a director, officer, or partner of FaZe Clan, Inc. as of the Redemption Date; (d) the parents, subsidiaries, and affiliates of GameSquare; (e) any entity in which any Defendant or any other excluded party has, or had a controlling interest as of the Redemption Date; and (f) the heirs, successors, or assigns of any such excluded person or entity and the legal representatives of Defendants (collectively, “Excluded Persons”).

PLEASE NOTE: The Class is a non-opt-out settlement class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.

In consideration of the settlement of Released Plaintiff’s Claims (defined in Paragraph 37 in the Notice) against Released Defendant Parties (defined in Paragraph 37 in the Notice), the Entity Defendants and GameSquare shall pay $3,250,000 in total consideration, consisting of at least $1.1 million in cash and up to $2.15 million in GameSquare common stock for the benefit of the Class in accordance with the Stipulation.

Based upon their investigation and prosecution of the Action, Plaintiff and Plaintiff’s Counsel believe that the claims asserted have merit, but also believe that the Settlement set forth herein provides substantial and immediate benefits for the Class, including the $3,250,000 Settlement value.

In addition to these substantial benefits, Plaintiff and Plaintiff’s Counsel have considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of the claims; (ii) the limited financial resources of the Defendants and the limited insurance coverage available to the Defendants, as well as Plaintiff’s ability to collect any judgment from the Defendants, and the potential that the costs of defending and/or paying a judgment in other litigation could exhaust available insurance coverage or Defendants’ recoverable assets; (iii) the probability of success on the merits of the claims against the Defendants, including the inherent problems of proof associated with, and possible defenses to, Plaintiff’s claims against the Defendants; (iv) the availability and strength of Plaintiff’s claims; (v) the desirability of permitting the Settlement to be consummated according to its terms; (vi) the expense and length of continued proceedings necessary to prosecute the claims against the Defendants through trial and appeals; (vii) a financial analysis of the damages prepared by Plaintiff’s expert, Stephen Kempainen of the Michel-Shaked Group; and (viii) the conclusion of Plaintiff and Plaintiff’s Counsel that the terms and conditions of the Settlement and this Stipulation are fair, reasonable, and adequate, and that it is in the best interests of the Class to settle the claims against the Defendants asserted in the Action on the terms set forth herein.

Based on Plaintiff’s Counsel’s thorough review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, Plaintiff’s Counsel believes that the Settlement set forth in this Stipulation is fair, reasonable, and adequate and confers substantial benefits upon the Class. Based upon his direct oversight of the prosecution of the claims in this Action, as well as evaluation and input from Plaintiff’s Counsel, Plaintiff has determined that the Settlement is in the best interests of the Class and has agreed to the terms and conditions set forth in this Stipulation.

Defendants and GameSquare deny any and all allegations of fault, liability, wrongdoing, or damages with respect to the Released Plaintiff’s Claims (defined in Paragraph 37 in the Notice) including, but not limited to, any allegation that the Defendants (or any of them) committed any violation of law or breach of any duty to BRPM stockholders, that the Merger was not entirely fair and in the best interest of such stockholders, that the Defendants (or any of them) acted improperly in any way, or that the Defendants (or any of them) have any liability or owe any damages of any kind to Plaintiff, the Settlement Class, and/or the stockholders of BRPM Defendants maintain that the Defendants’ conduct was at all times proper and in compliance with applicable law.

Nevertheless, Defendants and GameSquare have determined to enter into the Settlement on the terms and conditions set forth in this Stipulation solely to put Released Plaintiff’s Claims to rest, finally and forever, without in any way acknowledging any wrongdoing, fault, liability, or damages. For the avoidance of doubt, nothing in this Stipulation or the Settlement shall be construed as an admission by Defendants of any wrongdoing, fault, liability, or damages whatsoever.

Please Note: If you are eligible to receive a payment from the Net Settlement Fund, you do not have to submit a claim form in order to receive your payment.

If the Settlement is approved by the Court and the Effective Date of the Settlement occurs, the Net Settlement Fund (that is, the Settlement Amount plus any interest accrued thereon after its deposit in the Escrow Account less (i) any Taxes or Tax Expenses, (ii) any Administration Costs or Notice Costs, (iii) any Fee and Expense Award awarded by the Court, and (iv) any other costs or fees approved by the Court) will be distributed in accordance with the proposed Plan of Allocation stated below or such other plan of allocation as the Court may approve.

Refer to the Notice for more information.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired. Approval of the Settlement is independent from approval of the plan of allocation. Any determination with respect to the plan of allocation will not affect the Settlement, if approved.

The Court may approve the plan of allocation as proposed, or it may modify the plan of allocation without further notice to the Class. Any Orders regarding any modification of the plan of allocation will be posted on this Settlement website.

If the Settlement is approved, the Court will enter an Order and Final Judgment (the “Order and Final Judgment”) on the claims. Pursuant to the Order and Final Judgment, the claims asserted against Defendants in the Action, and that could have been asserted against GameSquare in the Action, will be dismissed with prejudice and the following releases will occur:

Release of Claims by Plaintiff and the Class: Upon the Effective Date, the Released Plaintiff Parties shall have fully, finally, and forever released, settled, and discharged Released Defendant Parties and Released GameSquare Parties from and with respect to every one of Released Plaintiff’s Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any of Released Plaintiff’s Claims against any of Released Defendant Parties and Released GameSquare Parties.

Release of Claims by Defendants and GameSquare: Upon the Effective Date, Defendants and GameSquare shall have fully, finally, and forever released, settled, and discharged Released Plaintiff Parties from and with respect to every one of Released Defendants’ Claims and Released GameSquare Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any of the Released Defendants’ Claims or Released GameSquare Claims against any of Released Plaintiff Parties.

Refer to the Notice for more information.

The Parties acknowledge, and Class Members by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of the Parties, and Class Members (by operation of law), to completely, fully, finally, and forever extinguish any and all Released Claims, known or unknown, suspected or unsuspected, which now exist, heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. The Parties acknowledge, and Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of “Released Plaintiff’s Claims,” “Released Defendants’ Claims” and “Released GameSquare Claims” was separately bargained for and was a material element of the Settlement and was relied upon by each and all of Plaintiff, Defendants, and GameSquare in entering into this Stipulation.

By Order of the Court, all proceedings in the Action against the Defendants, except for those related to the Settlement, have been stayed, and Plaintiff and all other Class Members, and anyone acting or purporting to act on behalf of, in the stead of, or derivatively for, any Class Member, are barred and enjoined from commencing, pursuing, prosecuting, instigating, maintaining, or in any way participating in the commencement, pursuit, continuation, or prosecution of any action asserting any of the Plaintiff’s Released Claims against any of Released Defendant Parties or Released GameSquare Claims pending final determination of whether the Settlement should be approved.

Plaintiff’s Counsel have not received any payment for their services in pursuing claims in the Action on behalf of the Class, nor have Plaintiff’s Counsel been paid for their litigation expenses incurred in connection with the Action. Before final approval of the Settlement, Plaintiff’s Counsel will apply to the Court for an award of fees and expenses to be paid from the Settlement Fund and approved by the Court in accordance with the Settlement, in full satisfaction of any and all claims for attorneys’ fees or expenses that have been, could be, or could have been asserted by Plaintiff’s Counsel or any other counsel for any Class Member (the “Fee and Expense Award”). Plaintiff’s Counsel will seek a Fee and Expense Award consisting of attorneys’ fees in a value not to exceed $650,000, plus litigation expenses not to exceed $200,000. The Court will determine the amount of the Fee and Expense Award. The Fee and Expense Award will be paid solely from (and out of) the Settlement Fund in accordance with the terms of the Stipulation. Class Members are not personally liable for any such fees or expenses.

The Settlement Hearing will be held on May 13, 2025, at 1:30 p.m., before The Honorable Kathaleen St. Jude McCormick, Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as Class representatives for the Class and Plaintiff’s Counsel should be finally appointed as Class counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the claims in the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiff’s Counsel out of the Settlement Fund; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement.

Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing. Class Members can recover from the Settlement without attending the Settlement Hearing.

Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Class Members to appear at the hearing remotely by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by phone or video, it is important that you monitor the Court’s docket and the Settlement website, www.BRPMStockholderSettlement.com, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing, or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.BRPMStockholderSettlement.com. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by telephone or videoconference, the information needed to access the conference will be posted to the Settlement website, www.BRPMStockholderSettlement.com.

Any Class Member may file a written objection to the Settlement, the proposed plan of allocation, and/or Plaintiff’s Counsel’s application for the Fee and Expense Award (an “Objector”); provided, however, that no Objector shall be heard or entitled to object unless on or before April 29, 2025, such person (1) files their written objection, together with copies of all other papers and briefs supporting the objection specified below, with the Register in Chancery at the address set forth below; (2) serves such papers (electronically by File & ServeXpress, by hand, by first class U.S. mail, or by express service) on Plaintiff’s Counsel and Defendants’ Counsel at the addresses set forth below; and (3) emails a copy of the written objection to the below email addresses for Plaintiff’s Counsel and Defendants’ Counsel.

Refer to the Notice for more information.

This Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in the Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Register in Chancery in the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801. Additionally, copies of the Stipulation, the Complaint, and any related orders entered by the Court will be posted on the Settlement website, www.BRPMStockholderSettlement.com.

If you have questions regarding the Settlement, you may contact the Settlement Administrator at the address below::

BRPM Stockholder Settlement
c/o Epiq Systems, Inc.
PO Box 2238
Portland, OR 97208-2238

If you are a broker or other nominee that held BRPM common stock at any time during the Class Period for the beneficial interest of persons or entities other than yourself, you are requested, within seven (7) calendar days of receipt of this Notice, to either: (i) request from the Settlement Administrator sufficient copies of this Notice to forward to all such beneficial owners, and within seven (7) calendar days of receipt of those Notices forward them to all such beneficial owners; or (ii) provide a list of the names, addresses, and, if available, email addresses of all such beneficial owners to the Settlement Administrator at:

BRPM Stockholder Settlement
c/o Epiq Systems, Inc.
PO Box 2238
Portland, OR 97208-2238

If you choose the second option, the Settlement Administrator will send a copy of the Notice to the beneficial owners.

Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred by providing the Settlement Administrator with proper documentation supporting the expenses for which reimbursement is sought. A copy of this Notice may also be obtained from the Settlement website, www.BRPMStockholderSettlement.com, by calling the Settlement Administrator at 1-888-870-1595, or by emailing the Settlement Administrator at info@BRPMStockholderSettlement.com.

To assist the Court and the parties in maintaining accurate lists of Class Members, you are requested to mail notice of any changes in your address to the following address:

BRPM Stockholder Settlement
c/o Epiq Systems, Inc.
PO Box 2238
Portland, OR 97208-2238

If the Notice was forwarded to you by the U.S. Postal Service, or if it was otherwise sent to you at an address that is not current, you should immediately contact the Notice Administrator, Epiq Systems, Inc., at the address above or at 1-888-870-1595 (toll-free) and provide them with your correct address. If the Notice Administrator does not have your correct address, you may not receive notice of important developments in this Action.

This website gives only a summary of the lawsuit and the claims asserted by Class Representatives. For more detailed information regarding the Action, you may review the court documents on the Important Documents page of this website or contact Class Counsel.