UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

10-K/A

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe Fiscal Year Ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission

File Number: 001-39389

GAMESQUARE

HOLDINGS, INC.

(Exactname of registrant as specified in its charter)

Delaware	99-1946435
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)

6775Cowboys Way, Ste. 1335

Frisco,Texas, USA

(Addressof principal executive offices, including zip code)

(216)464-6400

(Registrant’stelephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common<br> Stock, $0.0001 par value	GAME	The<br> NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ or No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ or No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> Accelerated Filer	☐	Accelerated<br> Filer	☐
Non-accelerated<br> Filer	☒	Smaller<br> reporting Company	☒
		Emerging<br> growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The

aggregate market value of the shares of GAME common stock held by non-affiliates of the registrant as of June 30, 2023 was $27,906,523 based on the closing price of $3.01 as reported by The Nasdaq Stock Market.

The number of shares outstanding of the Registrant’s common stock as of April 29, 2024 were:

GAME

Common Stock 30,316,256

Audit Firm ID	Auditor Name	Auditor Location
6644	Kreston GTA LLP	Markham, Ontario, Canada

EXPLANATORY

NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of GameSquare Holdings, Inc. for the year ended December 31, 2023 that was originally filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2024 (the “Original Filing”) and is being filed primarily to provide the information required by Items 10, 11, 12, 13, and 14 of Part III, and to update the Exhibit index contained in Part IV, Item 15. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from a definitive proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment to include Part III information in our Form 10-K because we do not expect to file a definitive proxy statement on or before that date. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing has been deleted. This Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC made after the Original Filing.

As required under Section 302 of the Sarbanes-Oxley Act of 2002, new certificates of our Chief Executive Officer and Chief Financial Officer are being filed as exhibits to this Amendment. Certain capitalized terms used and not otherwise defined in this Amendment have the meanings given to them in the Original Filing.

Table

of Contents

	PAGE NO.
PART III
Item 10. Directors, Executive Officers and Corporate Governance	1
Item 11. Executive Compensation	5
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
Item 13. Certain Relationships and Related Transactions, and Director Independence	13
Item 14. Principal Accounting Fees and Services	14
PART IV
Item 15. Exhibits and Financial Statement Schedules	15

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PART

III

Item10. Directors, Executive Officers and Corporate Governance

Identificationof Directors.

Name	Age	Positions with the Company	Director Since
Justin<br> Kenna	39	Chief<br> Executive Officer and Director	January<br> 2021
Louis<br> Schwartz	56	President<br> and Director (Chair)	April<br> 2023
Stuart<br> Porter	58	Director	April<br> 2023
Thomas<br> Walker	49	Director	September<br> 2021
Travis<br> Goff	39	Director	September<br> 2021
Jeremi<br> Gorman	46	Director	November<br> 2022
Paul<br> Hamilton	53	Director	March<br> 2024
Nick<br> Lewin	47	Director	March<br> 2024

Except for Louis Schwartz, President and Chairman of the Board of Directors and Justin Kenna, Chief Executive Officer and Director, of GameSquare, all of the current directors are considered “independent,” as they are free from a direct or indirect material relationship with GameSquare which could reasonably be expected to interfere with the exercise of their independent judgment as directors. The basis for this determination is that, since the commencement of GameSquare’s fiscal year ended December 31, 2023 and up to the date hereof, none of the current directors have worked for GameSquare, received remuneration from GameSquare (other than in their capacity as directors) or had material contracts with or material interests in GameSquare which could interfere with their ability to act in GameSquare’s best interests, except for Louis Schwartz and Justin Kenna.

The Board believes that it functions independently of management. To enhance its ability to act independently of management, the members of the Board may meet without management and the non-independent directors. In the event of a conflict of interest at a meeting of the Board, the conflicted director will, in accordance with corporate law and his or her fiduciary obligations as a director of GameSquare, disclose the nature and extent of his or her interest to the meeting and abstain from voting on the matter at issue. In addition, the members of the Board that are not members of management are encouraged to obtain advice from external advisors and legal counsel as they may deem necessary in order to reach a conclusion with respect to issues brought before the Board.

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DirectorOrientation and Continuing Education

Each new director is given an outline of the nature of GameSquare’s business, its corporate strategy and current issues within the corporation. New directors are also required to meet with management to discuss and better understand GameSquare’s business, and are given the opportunity to meet with counsel to the corporation to discuss their legal obligations as directors of GameSquare.

In addition, management takes steps to ensure that the directors and officers of GameSquare are continually updated as to the latest corporate and securities policies which may affect the directors, officers and committee members of GameSquare as a whole. GameSquare continually reviews the latest securities rules and policies. Any such changes or new requirements are then brought to the attention of GameSquare’s directors either by way of director or committee meetings or by direct communications from management to the directors.

Identificationof Executive Officers.

Name	Age	Positions with the Company	Director Since
Justin<br> Kenna	39	Chief<br> Executive Officer and Director	January<br> 2021
Louis<br> Schwartz	56	President<br> and Director (Chair)	April<br> 2023
Michael<br> Munoz	40	Chief<br> Financial Officer	April<br> 2023

Identificationof Certain Significant Employees

Not applicable.

FamilyRelationships

There are no family relationships among our executive officers and directors.

BusinessExperience

JustinKenna has served as our Chief Executive Officer and a Director since January 2021. Prior to joining the Company, he served as the Chief Financial Officer of FaZe Clan. Prior to that, he was the Director of Finance at Madison + Vine, and had various roles at Goldman Sachs, Deloitte, and Ernst & Young.

LouisSchwartz has served as our President and a Director since April 2023. He previously held the position of Chief Executive Officer of the Company. Prior to that, he was the Chief Executive Officer of Engine Gaming and Media, Inc. and Frankly Inc.

StuartPorter has served as a Director of the Company since April 2023. He is the founder of Denham Capital and is its Chief Executive Officer and Chief Investment Officer.

ThomasWalker has served as a Director of the Company since September 2021. He is also the Chief Financial Officer of the Dallas Cowboys Football Club.

TravisGoff has served as a Director of the Company since September 2021. He is also the President of Goff Capital Inc.

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JeremiGorman has served as a Director of the Company since November 2022. She previously was the President of Worldwide Advertising at Netflix. Prior to that, she was the Chief Business Officer of Snap Inc. and the Head of Global Field Sales – Amazon Advertising of Amazon.

PaulHamilton has served as a Director of the Company since March 2024. He previously served as a Director of FaZe Holdings, Inc. He is a Co-Owner and the Chief Executive Officer of Atlanta Esports Ventures.

NickLewin has served as a Director of the Company since March 2024. He previously served as a Director of FaZe Holdings, Inc. He is a General Partner of Crown Predator Holdings.

MichaelMunoz has served as the Chief Financial Officer of the Company since April 2023. Prior to his current position, he was the Chief Financial Officer of Engine Gaming and Media, Inc. and Frankly Inc.

The directorships currently held, and held during the past five years, by each of our directors in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to Section 15 of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended, are set forth above in this in Part III, Item 10, “Business Experience” of this Annual Report on Form 10-K.

DelinquentSection 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and greater than 10% stockholders to file reports of holdings and transactions in our shares with the SEC. For the fiscal year ended December 31, 2023, to our knowledge and based solely on a review of copies of reports furnished to us, or written representations, we believe that the applicable reporting requirements of Section 16(a) have been satisfied.

Involvementin Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers that served during the year ended December 31, 2023 or currently has been involved during the past ten years in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K.

Promotersand Control Persons

Not applicable.

Codeof Conduct and Ethics

The Board has found that the fiduciary duties placed on individual directors by GameSquare’s governing corporate legislation and the common law, and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the corporation. Further, GameSquare’s auditor has full and unrestricted access to the Audit Committee (as hereinafter defined) of GameSquare at all times to discuss the audit of the corporation’s financial statements and any related findings as to the integrity of the financial reporting process.

We have adopted a Code of Ethical Conduct (“Code of Ethics”) that applies to all our senior management, including our principal executive officer, principal financial officer and principal accounting officer, and directors. The Code of Ethics also contains our Insider Trading Policy which applies to all employees, including our senior management and directors. A copy of our Code of Ethics is available for review on our website at https://investors.gamesquare.com. We intend to post amendments to or waivers from our Code of Ethics (to the extent applicable to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or controller, or persons performing similar functions) on our website at https://investors.gamesquare.com. The information on our website is not incorporated by reference into this report.

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Proceduresfor Stockholder Nominations to the Board of Directors

No material changes to the procedures for nominating directors by our stockholders were made during the fiscal year ended December 31, 2023.

BoardCommittees

GameSquare has three separate standalone committees: the Nomination and Governance Committee, the Compensation Committee and the Audit Committee.

Nominationand Governance Committee

GameSquare’s nominating and governance committee (the “Nominating and Governance Committee”) is currently comprised of Tom Walker, Travis Goff, and Stuart Porter. Each of the members of the Nominating and Governance Committee is independent. The Nominating and Governance Committee is responsible for seeking out and evaluating suitable candidates to serve on the Board. In so doing, the Nominating and Governance Committee considers: (i) the competencies and skills that the Board considers necessary for the Board as a whole to possess; (ii) the competencies and skills that the Board considers each Nominee to possess; (iii) the competencies and skills that each Nominee will bring to the Board; (iv) the contribution to the Board’s composition and diversity that the Nominee will bring, including the Nominee’s geographic location, gender, ethnicity and race; and (v) whether or not each Nominee can devote sufficient time and resources to his or her duties as a member of the Board.

CompensationCommittee

GameSquare’s compensation committee (the “Compensation Committee”) is currently comprised of Travis Goff and Stuart Porter. Each of the members of the Compensation Committee is independent. Under the Compensation Committee’s mandate, the Compensation Committee is responsible for, among other things: (a) in consultation with senior management, establishing GameSquare’s general compensation philosophy, and overseeing the development and implementation of compensation programs; (b) reviewing and approving the compensation of the Chief Executive Officer; (c) in consultation with the Chief Executive Officer, reviewing compensation programs applicable to the senior management of the Corporation; (d) making recommendations to the Board with respect to GameSquare’s incentive compensation plans and equity-based plans, the activities of the individuals and committees responsible for administering these plans, and discharging any responsibilities imposed on the Compensation Committee by any of these plans; and (e) annually reviewing directors’ compensation and recommending any changes to the Board for consideration.

In reviewing the adequacy and forms of compensation of directors, the Compensation Committee seeks to ensure that the compensation reflects the responsibilities and risks involved in being a director of GameSquare. In reviewing the adequacy and forms of compensation of officers, the Compensation Committee seeks to align the interests of officers with the best interests of the corporation. A primary goal of the Compensation Committee is to strengthen the relationship between compensation and enhancing shareholder value.

AuditCommittee and Audit Committee Financial Expert

The Company has separately designated a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members of the standing Audit Committee are Thomas Walker, Travis Goff and Jeremi Gorman, all of whom are independent directors as determined by the Nasdaq Rules. The responsibilities and duties of the Audit Committee consist of but are not limited to: (1) overseeing the financial reporting process; (2) meeting with our external auditors regarding audit results; (3) engaging and ensuring independence of our outside audit firm and (4) reviewing the effectiveness of the Company’s internal controls.

Our Board has determined that Thomas Walker qualifies as an “Audit Committee financial expert” within the meaning of applicable regulations of the Securities and Exchange Commission, promulgated pursuant to the Sarbanes-Oxley Act of 2002. Our board of directors has adopted a written charter for the Audit Committee which the Audit Committee reviews and reassesses for adequacy on an annual basis. A copy of the Audit Committee’s charter is located on our website at https://investors.gamesquare.com.

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Item11. Executive Compensation

Our named executive officers for the year ended December 31, 2023 were Justin Kenna, Louis Schwartz and Michael Munoz.

SummaryCompensation Table

The following table sets forth the compensation awarded to, earned by or paid to, our named executive officers (“NEOs”) for the years ended December 31, 2023 and 2022.

Name and Principal Position^(1)^	Year	Salary ()	Bonus ()	Stock awards ()	Option awards ()(2)	Non-equity incentive plan compensation ()	Pension Value ()	All other compensation ()(3)	Total compensation ()
Justin Kenna	2023
Chief Executive Officer and Director	2022
Louis Schwartz	2023
President and Director (Chair)	2022
Michael Munoz	2023
Chief Financial Officer	2022

All values are in US Dollars.

Notes:

(1)	The<br> Corporation completed a reverse takeover transaction (the “RTO”) effective April 11, 2023. Certain amounts included in<br> the table above reflect the compensation paid to the officers of GameSquare Esports Inc., as a predecessor to the Corporation, and<br> the Corporation, subsequent to the completion of the RTO.
(2)	The<br> weighted average fair value price per option was estimated using the Black-Scholes option pricing model.
(3)	Based<br> on medical insurance and other insurance benefits.

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CompensationDiscussion and Analysis

For the financial year ended December 31, 2023 and 2022, the objective of the Corporation’s compensation strategy was to ensure that compensation for its NEOs is sufficiently attractive to recruit, retain and motivate high performing individuals to assist GameSquare in achieving its goals.

The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations. Executive officers are involved in the process and make recommendations to the Board which considers and decides whether to approve the discretionary components (e.g., cash bonuses, stock options and RSUs) of the annual compensation of senior management (other than the Chief Executive Officer). Except as otherwise described below, the Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. The Board may at its discretion award either a cash bonus, stock options or RSUs for high achievement or for accomplishments that the Board deem as worthy of recognition.

Compensation for the NEOs is composed primarily of three components: base fees, performance bonuses and stock-based compensation. In establishing the levels of base fees, performance bonuses and the awards of stock options and RSUs, the Board takes into consideration a variety of factors, including the financial and operating performance of the Corporation, and each NEO’s individual performance and contribution towards meeting corporate objectives, responsibilities and length of service.

Approach

While the Corporation does not have a formal compensation policy, the general objectives of the Corporation’s executive compensation are to:

●	attract,<br> retain and motivate executives critical to the success of the Corporation;
●	link<br> the interests of management with those of the Shareholders; and
●	provide<br> rewards, through discretionary bonuses, for outstanding corporate and individual performance.

The following principles guide the Corporation’s overall compensation philosophy:

●	compensation<br> is determined on an individual basis by the need to attract and retain talented, entrepreneurial, high achievers;
●	an<br> appropriate portion of total compensation is variable and linked to achievements, both individual and corporate; and
●	all<br> compensation and compensation objectives shall be fully and plainly disclosed.

The Board is responsible for ensuring the application of the compensation policy is appropriately aligned to support its stated objectives and encourage the appropriate management behaviors, while avoiding excessive risk-taking by executive officers. The Board believes that the compensation paid to each NEO during the last financial year was commensurate with each NEO’s position, experience and performance.

CompensationRisk Oversight and Assessment

In light of the Corporation’s size and the balance between long-term objectives and short-term financial goals with respect to the Corporation’s executive compensation program, the Board does not presently deem it necessary to consider the implications of the risks associated with its compensation policies and practices.

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FinancialInstruments

All employees, including NEOs and Directors, are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or Director.

Componentsof Compensation

Base Fees

Base fees form an essential component of the Corporation’s compensation mix as they are the first base measure to remain competitive relative to industry compensation practices, are fixed and therefore not subject to uncertainty, and can be used as the base to determine other elements of compensation and benefits. In determining the base fees of executive officers, the Board considers the following:

●	the<br> recommendations of the President and Chief Executive Officer of the Corporation (other than with respect to the compensation of the<br> President and Chief Executive Officer);
●	the<br> particular responsibilities related to the position;
●	the<br> experience, expertise and level of the executive officer;
●	what<br> the Board members believe is industry practice;
●	the<br> executive officer’s length of service to the Corporation; and
●	the<br> executive officer’s level of responsibilities and overall performance based on informal feedback.

There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors is at the discretion of the Board and may vary among the executive officers. The determination of base fees relies principally on negotiations between the respective NEO and the Corporation and is therefore heavily discretionary. In respect of the base fees paid to the President and Chief Executive Officer, the Board also broadly considers the performance of the President and Chief Executive Officer against the Corporation’s performance in the previous year.

Bonus Payments

GameSquare’s cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to the Corporation. NEOs are entitled to receive discretionary bonuses from time to time as determined or approved by the Board, upon the recommendation of the Chief Executive Officer. The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather the Corporation uses informal goals which may include an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation. Precise goals or milestones are not pre-set by the Board. The performance-based bonuses paid to the NEOs during the financial years ended December 31, 2023 and 2022 are listed in the summary compensation table.

Long-term Incentives, RSUs and Options

The Board believes that granting stock options and RSUs to key personnel encourages retention and more closely aligns the interests of such key personnel with the interests of Shareholders while at the same time not drawing on the limited cash resources of the Corporation.

GameSquare does not utilize a set of formal objective measures to determine long-term incentive entitlements, rather, long-term incentive grants, such as stock options and RSUs, to NEOs are determined in a discretionary manner on a case-by-case basis but having consideration to the number of options or RSUs previously granted. There are no other specific quantitative or qualitative measures associated with option and RSU grants and no specific weights are assigned to any criteria individually; rather, the performance of the Corporation is broadly considered as a whole when determining the stock-based compensation (if any) to be granted and the Corporation does not focus on any particular performance metric.

The Corporation has adopted the Stock Option Plan and RSU Plan. The Stock Option Plan was approved by the shareholders of the Corporation at the annual and special meeting in March 2023.

Clawback Policy

Awards granted under our equity award plans will be subject to recoupment in accordance with our Compensation Clawback Policy and any other clawback policy that we adopt. In addition, the Plan Administrator may impose other clawback, recovery or recoupment provisions in an award agreement as the Plan Administrator determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of our common stock or other cash or property upon the occurrence of cause.

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OutstandingEquity Awards at Fiscal Year-End Table

The following table summarizes information regarding equity-based awards held by our Named Executive Officers as of December 31, 2023. All equity awards outstanding as of December 31, 2023 have been restated to give effect to the exchange of GameSquare Esports Inc. common shares for common shares of GameSquare Holdings, Inc, pursuant to which, common shares of GameSquare Esports Inc. were exchanged at a ratio of 0.020655.

	Option awards						Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested () (1)
Justin Kenna		43,375		-	41,310 at CAD$21.30	January 22, 2026	N/A	N/A		495,720
					2,065 at CAD$16.95	March 1, 2027
Louis Schwartz		4,777		-	201 at CAD$426.00	February 10, 2026	N/A	N/A		-
					182 at CAD$426.00	March 3, 2027
					85 at CAD$426.00	August 25, 2025
					4309 at $3.64	May 26, 2029
Michael Munoz		11		-	11 at CAD$426.00	February 10, 2026	N/A	N/A		-

All values are in US Dollars.

Notes:

(1)	Based<br> on the closing price of our Common Stock of $1.81 on December 29, 2023, the last trading day of our fiscal year<br>2023, as reported by Nasdaq.

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PensionPlan Benefits

The Corporation does not have and does not intend to implement any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Terminationof Employment, Change in Responsibilities, and Employment Contracts

The following describes the respective employment agreements entered into by the Corporation and each NEO as of December 31, 2023:

Name and Position	Notice<br> <br>Period	Monthly Salary	Severance on<br> <br>Termination not for Cause	Severance on<br> <br>Termination not for Cause following<br> <br>Change of Control (1)
Justin Kenna, Chief Executive Officer and Board Member	N/A	US$50,000	12 months	24 months
Louis Schwartz,<br> President and Chairman of the Board of Directors	N/A	US$41,667	12 months	24 months

(1) Termination occurs within 12 months of the Change of Control.

Changeof Control Provisions

For the purpose of the agreements with the officers as set forth above, “Change of Control” is defined as the acquisition by any person or entity of:

(1) shares or rights or options to acquire Common Shares or securities which are convertible into Common Shares or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 50% or more of the votes entitled to be cast at a meeting of the Shareholders of the Corporation;

(2) shares or rights or options to acquire shares, or their equivalent, of any material subsidiary of the Corporation or securities which are convertible into shares of the material subsidiary or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 50% or more of the votes entitled to be cast a meeting of the shareholders of the material subsidiary; or

(3) more than 50% of the material assets of the Corporation, including the acquisition of more than 50% of the material assets of any material subsidiary of the Corporation.

Such Change of Control payments may be triggered by either the Corporation or the officer who elects within one year from the date of such Change of Control to elect to have such officer’s agreement terminated.

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Summaryof Termination Payments

The estimated incremental payments, payables and benefits that might be paid to the officers pursuant to the above noted agreements in the event of termination without cause or after a Change of Control (assuming such termination or Change of Control is effective as of December 31, 2023) are detailed below:

Name and Position	Severance on Termination not for Cause ($)	Severance on Termination not for Cause following Change of Control ($) (1)
Justin Kenna,<br> Chief Executive Officer and Board Member
Salary/Fees	US$600,000	US$1,200,000
Bonus:	Nil	Nil
Benefits:	12 months	18 months
Total:	US$600,000	US$1,200,000
Louis Schwartz,<br> President and Chairman of the Board of Directors
Salary/Fees	US$500,000	US$1,000,000
Bonus:	Nil	Nil
Benefits:	12 months	18 months
Total:	US$500,000	US$1,000,000

(1) Termination occurs within 12 months of the Change of Control.

Employment,Consulting and Management Contracts

Management functions of GameSquare and its subsidiaries are substantially performed by GameSquare’s directors and executive officers. During the year ended December 31, 2023, GameSquare did not enter into any contracts, agreements or arrangements with parties other than its directors and executive officers (or their personal holding corporation) for the provision of such management functions.

JustinKenna

GameSquare has an employment agreement with Justin Kenna for his services as Chief Executive Officer which is effective as of July 7, 2023 (“Kenna Agreement”). The annual base salary under the Kenna Agreement is US$600,000. The Kenna Agreement has a term of three years from its effective date, which will automatically renew for subsequent periods of one year unless either party provides written notice at least 120 days prior to the expiration of the applicable period at such time. The Kenna Agreement also provides for certain benefits, including health and medical insurance, and reimbursement for reasonable business expenses.

Under the Kenna Agreement, Mr. Kenna is entitled to receive a severance payment if terminated without cause, or in the event of resignation with good reason (as defined therein), equal to 12 months of his annual compensation, paid in monthly installments, and continued premium payments for health insurance to allow Mr. Kenna to continue such insurance coverage for an 12-month period. In the event the Kenna Agreement is terminated without cause or for good reason (both as defined therein), outstanding equity incentive awards held by Mr. Kenna will vest through the end of the 12-month period. In the event there is a change of control (as defined therein) and within 12 months thereafter the Kenna Agreement is terminated without cause or for good reason, accelerated vesting will apply to all outstanding equity incentive awards, including that performance-based awards will fully vest.

LouisSchwartz

GameSquare has an employment agreement with Louis Schwartz for his services as President which is effective as of May 1, 2023 (“Schwartz Agreement”). The annual base salary under the Schwartz Agreement is US$500,000. The Schwartz Agreement has a term of two years from its effective date, which will automatically renew for subsequent periods of one year unless either party provides written notice at least 120 days prior to the expiration of the applicable period at such time. The Schwartz Agreement also provides for certain benefits, including health and medical insurance, and reimbursement for reasonable business expenses.

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Under the Schwartz Agreement, Mr. Schwartz is entitled to receive a severance payment if terminated without cause, or in the event of resignation with good reason (as defined therein), equal to 12 months of his annual compensation, paid in monthly installments, and continued premium payments for health insurance to allow Mr. Schwartz to continue such insurance coverage for an 12-month period. In the event the Schwartz Agreement is terminated without cause or for good reason (both as defined therein), outstanding equity incentive awards held by Mr. Schwartz will vest through the end of the 12-month period. In the event there is a change of control (as defined therein) and within 12 months thereafter the Schwartz Agreement is terminated without cause or for good reason, accelerated vesting will apply to all outstanding equity incentive awards, including that performance-based awards will fully vest.

DirectorCompensation

The following table summarizes the compensation paid to directors, other than directors who are also named executive officers and whose compensation as directors is reflected in the Summary Compensation Table in Item 11 above of this Form 10-K/A, for the fiscal year ended December 31, 2023.

Name	Fees earned ()	Share- Based Awards ()	Option- Based awards ()	Non-equity incentive plan compensation ()	Pension Value ()	All other compensation ()	Total ()
Thomas Walker
Travis Goff
Jeremi Gorman
Stuart Porter

All values are in US Dollars.

Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation PlanInformation

On April 11, 2023, the Company adopted the amended and restated Omnibus equity incentive plan (“Omnibus Plan”).

The Stock Option Plan is considered a “rolling” or “evergreen” stock option plan since the Corporation will be authorized to grant stock options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time, with no vesting provisions and after taking into account any stock options or RSUs outstanding. The number of options available to grant increases as the number of issued and outstanding Common Shares increases. As of December 31, 2023, the number of options available to grant amounted to 1,298,913 Common Shares, being 10% of the outstanding Common Shares as of December 31, 2023.

Options may be exercisable over periods of up to 10 years as determined by the Board of Directors of the Company. The Option price for shares that are the subject of any Option shall be fixed by the Board when such Option is granted but shall not be less than the market value of such shares at the time of grant.

The Omnibus Plan allows the Company to award restricted share units to directors, officers, employees and consultants of the Company and its subsidiaries upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee. The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the board.

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Subject to the adjustment provisions provided for in the RSU Plan and applicable rules and regulations of all regulatory authorities to which the Corporation is subject (including any stock exchange), the total number of Common Shares that may be reserved for issue in connection with the RSUs granted pursuant to the RSU Plan shall not exceed 1,067,147 Common Shares, being 10% of the total number of issued and outstanding Common Shares on the date the RSU Plan was adopted by the Board.

SecuritiesAuthorized for Issuance under Equity Compensation Plans

The following table shows the Common Shares authorized for issuance from treasury under the Stock Option Plan and the RSU Plan, being the Corporation’s only compensation plans under which Common Shares are authorized for issuance, as of December 31, 2023.

Plan Category			Weighted-Average Exercise Price () of Outstanding Options, Warrants and Rights (B)
Equity Compensation Plans Not Approved by Shareholders		-	N/A	N/A
Equity Compensation Plans Approved by Shareholders	Stock Option Plan	416,621<br> <br>249,819	CAD19.34 5.26	632,473
	RSU Plan	664,597	N/A	402,550
Total		1,331,037		1,035,023

All values are in US Dollars.

As of December 31, 2023, the number of stock options and RSUs outstanding that were issued under the Stock Option Plan and RSU Plan, respectively, represents approximately 5.13% and 5.12% of the 12,989,128 of the outstanding Common Shares as of December 31, 2023.

BENEFICIAL

OWNERSHIP OF COMMON STOCK

The following table sets forth information known to GameSquare regarding the beneficial ownership of GameSquare Common Shares as of April 29, 2024 (unless otherwise indicated) by:

● each person, or group of affiliated persons, who is known to be the beneficial owner of more than 5% of GameSquare Common Shares;

● each of GameSquare’s directors, including director nominees;

● each of GameSquare’s named executive officers; and

● all of GameSquare’s current executive officers and directors as a group.

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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and restricted share units that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, GameSquare believes that each person listed below has sole voting and investment power with respect to such shares.

The beneficial ownership of GameSquare Common Shares is based on 30,316,256 shares of GameSquare Common Shares issued and outstanding as of April 29, 2024.

Name and Address of Beneficial Owner^(1)^	Number of<br> <br>Common<br> <br>Shares
5% Holders
Entities affiliated with John Goff^(2)^		5,776,924	19.00	%
Blue & Silver Ventures, Ltd.^(3)^		5,793,918	19.11	%
Directors, Director Nominees and Named Executive Officers
Justin Kenna^(4)^		148,696	*
Lou Schwartz^(5)^		240,240	*
Travis Goff^(6)^		55,824	*
Jeremi Gorman		4,131	*
Stuart Porter^(7)^		1,223,937	4.02	%
Tom Walker		-	-
Nick Lewin^(8)^		197,743	*
Paul Hamilton^(9)^		537,135	1.66	%
Michael Munoz^(10)^		43,434	*
All Company directors and current executive officers as a group (9 individuals)		2,451,140	8.09	%
*	Less<br> than one percent
---	---
(1)	Unless<br> otherwise noted, the business address of each of those listed in the table above is c/o GameSquare Holdings, Inc., 6775 Cowboys Way,<br> Ste. 1335, Frisco, Texas, USA, 75034.
(2)	Includes (i) 4,316,546 shares of common stock held by Goff Jones Strategic Partners, LLC, (ii) 720,751 shares of common stock held by<br>Goff NextGen Holdings, LLC, (iii) 616,834 shares of common stock held by JCG Holdings, LP, (iv) 81,754 shares of common stock underlying<br>outstanding warrants that are exercisable within 60 days of April 29, 2024 held by JCG Holdings, LP, and (v) 41,039 shares of common stock<br>held by Goff Family Investments, LP. JCG 2016 Holdings, LP exercises shared voting and dispositive control over the securities held by<br>Goff Jones Strategic Partners, LLC and may be deemed to beneficially own the securities held of record by Goff Jones Strategic Partners,<br>LLC. JCG 2016 Management, LLC, as general partner to JCG 2016 Holdings, LP, may be deemed to beneficially own the securities held of record<br>by Goff Jones Strategic Partners, LLC. John C. Goff is the sole trustee of John C. Goff 2010 Family Trust, which is the sole shareholder<br>of JCG 2016 Management, LLC, and consequently, he may be deemed to beneficially own the securities held of record by Goff Jones Strategic<br>Partners, LLC. John C. Goff disclaims beneficial ownership of all securities of the Issuer held by Goff Jones Strategic Partners, LLC<br>except to the extent of his pecuniary interest therein and this report shall not be an admission that John C. Goff is the beneficial owner<br>of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or for any other purpose. This<br>information isas of March 11, 2024, and is based solely on information set forth in Schedule 13D/A filed with the SEC on March 11, 2024<br>by John Goff.
(3)	Includes (i) 1,477,372 shares held by Blue & Silver Ventures, Ltd. and (ii) 4,316,546 shares held by Goff Jones Strategic Partners,<br>LLC, which Blue & Silver Ventures, Ltd. may have dispositive or voting power over.
(4)	Includes (i) 105,321 shares held directly by Mr. Kenna and (ii) 43,375 shares issuable upon outstanding stock options exercisable within<br>60 days of April 29, 2024 held by Mr. Kenna.
(5)	Includes (i) 234,630 shares held directly by Mr. Schwartz and (ii) 5,610 shares issuable upon outstanding stock options exercisable within<br>60 days of April 29, 2024 held by Mr. Schwartz.
(6)	Includes (i) 50,249 shares held directly by Travis Goff and (ii) 5,395 shares of common stock underlying outstanding warrants that are<br>exercisable within 60 days of April 29, 2024 held by Travis Goff.
(7)	Includes<br> (i) 719,424 shares held directly by Mr. Porter, (ii) 107,914 shares of common stock underlying outstanding warrants that are<br> exercisable within 60 days of April 29, 2024 held by Mr. Stuart, and (iii) 216,666 shares held indirectly by<br> Mr. Porter through Three Curve Capital LP.
(8)	Includes<br> (i) 95,668 shares held by CPH Phase II SPV LP, (ii) 67,943 shares held by CPH Phase III SPV LP and (iii) 34,132 shares of common<br> stock underlying outstanding restricted stock awards that are exercisable within 60 days of April 29, 2024 held by Mr. Lewin. CPH<br> Holdings VII, LLC was the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole<br> manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin had sole voting and investment power over the securities held by CPH<br> Phase II SPV LP and CPH Phase III SPV LP and, therefore, may be deemed to be the beneficial owner of such securities. With respect<br> to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent<br> of his pecuniary interest therein. The business address of CPH Phase II SPV LP and CPH Phase III SPV LP is 1230 Montana Avenue, Suite<br> 201, Santa Monica, CA 90403.
(9)	Represents<br> (i) 503,003 shares held by AEV Esports, LLC and (ii) 34,132 shares of common stock underlying outstanding restricted stock awards<br> that are exercisable within 60 days of April 29, 2024 held by Mr. Hamilton. Mr, Hamilton is the President and Chief Executive Officer<br> of AEV Esports, LLC, and may be deemed to share voting and dispositive control over the shares held by AEV Esports, LLC.
(10)	Includes<br> (i) 43,423 shares held directly by Mr. Munoz and (ii) 426 shares issuable upon outstanding stock options exercisable within 60 days<br> of April 29, 2024 held by Mr. Munoz.

Item13. Certain Relationships and Related Transactions, and Director Independence

RelatedParty Transactions

Credit Facility Payable

On June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the “Facility”) for a one-year term with Goff & Jones Lending Co, LLC., a related party to the Company by virtue of one of its directors. The Facility matured on June 30, 2023 (the “Maturity Date”). During the three months ended March 31, 2023, the Company accrued $23,266 in interest and $80,133 in legal fees in connection with the Facility. This credit facility was paid off during the quarter ended June 30, 2023, and has not been renewed.

Convertible Debenture with a Director of the Company as Counterparty

On September 1, 2022, Engine extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal amount of US$1,250,000. Key terms include (a) maturity date of August 31, 2025, (b) interest rate of 7% (interest to be paid in full at maturity) and (c) conversion price of $4.40. The convertible debenture is beneficially held by a director of the Company. The participation of a director in the original issuance of the convertible debenture constitutes a related party transaction.

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DirectorIndependence

The Board has determined that all of the current directors are independent pursuant to Nasdaq Rule 5605 (“Nasdaq Rules”) except for Louis Schwartz, President and Chairman of the Board of Directors. The members of the Audit Committee are Justin Kenna, Thomas Walker, and Jeremi Gorman, all of whom are independent directors as determined by the Nasdaq Rules. The members of the Compensation Committee are Travis Goff and Stuart Porter, both of whom are independent directors as determined by the Nasdaq Rules. The members of the Nominating Committee are Thomas Walker, Travis Goff, and Stu Porter, all of whom are independent as determined by the Nasdaq Rules.

Item14. Principal Accounting Fees and Services

AUDIT

AND NON-AUDIT FEES

The following table presents fees for professional audit services rendered by Kreston GTA, our independent auditors, for the fiscal years ended December 31, 2023 and December 31, 2022, respectively:

	Fiscal Year Ended December 31,
	2023		2022
Audit fees(1)	$	920,903	$	198,750
Audit-related fees(2)		—		—
Tax fees(3)		—		—
Total fees	$	920,903	$	198,750
(1)	Consists<br> of fees billed for professional services rendered in connection with the audit of our consolidated<br> financial statements, including audited financial statements presented in our Annual Report<br> on Form 10-K for the fiscal years ended December 31, 2023 and December 31, 2022, review of<br> the interim consolidated financial statements included in our Quarterly Reports and services<br> normally provided in connection with regulatory filings. In addition, 2023 audit fees included<br> fees associated with the re-audit of three years of historical financial statements of Engine<br> Gaming and Media, Inc. under PCAOB auditing standards.
---	---

POLICY

ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consistent with the requirements of the SEC and the PCAOB regarding auditor independence, our Audit Committee has responsibility for appointing, setting compensation, retaining and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm to the Company. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit and case-by-case basis before the independent auditor is engaged to provide each service. All of the services provided by Kreston GTA for the fiscal years ended December 31, 2023 and December 31, 2022, respectively, described above were pre-approved by our Audit Committee or our Board. Our Audit Committee determined that the rendering of services other than audit services by Kreston GTA were compatible with maintaining the principal accountant’s independence.

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PART IV

Item

Exhibits and Financial Statement Schedules

EXHIBIT NUMBER	DESCRIPTION OF EXHIBITS
2.1	Agreement and Plan of Merger, dated as of October 19, 2023, by and among Registrant, GameSquare Merger Sub I, Inc., and FaZe Holdings Inc. (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 6-K filed with the SEC on October 20, 2023).
2.2	First Amendment to Agreement and Plan of Merger, dated as of December 19, 2023, by and among Registrant, GameSquare Merger Sub I, Inc., and FaZe Holdings Inc. (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 6-K, filed with the SEC on December 22, 2023).
3.1	Certificate of Incorporation of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 13, 2024).
3.2	Bylaws of GameSquare Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 13, 2024).
4.1	Form of PIPE Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 13, 2024).
4.2**	Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 16, 2024).
10.1	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 13, 2024).
10.2	Backstop Agreement, dated as of October 19, 2023, by and among Registrant and Goff & Jones Lending Co, LLC (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 6-K filed with the SEC on October 20, 2023).
10.3	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 13, 2024).
10.4	Membership Interest Purchase Agreement, dated as of March 1, 2024, by and among Global Esports Properties, LLC, GameSquare Esports (USA), Inc., and GameSquare Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 4, 2024).
10.5	Secured Promissory Note, dated as of March 1, 2024, by and between Global Esports Properties, LLC and GameSquare Esports (USA), Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 4, 2024).
10.6	Security Agreement, dated as of March 1, 2024, by and between Global Esports Properties, LLC and GameSquare Esports (USA), Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 4, 2024).
10.7	Asset Purchase Agreement, dated as of November 10, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
10.8	Amendment No. 1 to the Asset Purchase Agreement, dated as of December 15, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
10.9	Amendment No. 2 to the Asset Purchase Agreement, dated as of December 22, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
10.10	Amendment No. 3 to the Asset Purchase Agreement, dated as of December 27, 2023, by and among Frankly Media LLC, GameSquare Holdings, Inc., and SoCast Inc. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
10.11	Convertible Note, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
10.12	Security Agreement, dated as of December 29, 2023, by and between GameSquare Holdings, Inc. and King Street Partners LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
10.13	Form of FaZe Support Agreement, dated as of October 19, 2023, by and between GameSquare Holdings, Inc. and certain stockholders of FaZe Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 6-K, filed with the SEC on October 20, 2023).

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*Filed herewith.

**Previously filed or furnished, as applicable, as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 16, 2024.

Management contract or compensatory plan or arrangement.

16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 30, 2024	GameSquare Holdings, Inc.
	By:	/s/ Justin Kenna
		Justin<br>Kenna
		Chief Executive Officer
		(Principal<br> Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Justin Kenna	Chief<br> Executive Officer and Director	April<br> 30, 2024
Justin<br> Kenna	(Principal<br> Executive Officer)
/s/ Michael Munoz	Chief<br> Financial Officer	April<br> 30, 2024
Michael<br> Munoz	(Principal<br> Financial Officer)
/s/ Stuart Porter	Director	April<br> 30, 2024
Stuart<br> Porter
/s/ Thomas Walker	Director	April<br> 30, 2024
Thomas<br> Walker
/s/ Travis Goff	Director	April<br> 30, 2024
Travis<br> Goff
/s/Jeremi Gorman	Director	April<br> 30, 2024
Jeremi<br> Gorman
/s/ Lou Schwartz	Director	April<br> 30, 2024
Lou<br> Schwartz
/s/ Paul Hamilton	Director	April<br> 30, 2024
Paul<br> Hamilton
/s/ Nick Lewin	Director	April<br> 30, 2024
Nick<br> Lewin

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Exhibit 10.18

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is made this 7 day of July, 2023 (the “EffectiveDate”), by and between GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.) (the “Employer” or “Company”), an entity incorporated under the Business Corporations Act (British Columbia) (the “Act”), and Justin Paul Kenna, an individual (the “Executive”). Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Executive was employed as the Chief Executive Officer of Gaming Community Network (GCN), Inc. (“GCN”) and its corporate parent, GameSquare Esports Inc. (“GameSquare”), pursuant to an employment agreement dated June 22, 2021, by and between the Executive and GCN (the “Original Agreement”),

AND WHEREAS, on April 11, 2023, the Company acquired all of the issued and outstanding shares of GameSquare by way of an all-share transaction pursuant to a plan of arrangement under the Act (the “Transaction”),

AND WHEREAS, as a result of the Transaction, the Company was restructured, resulting in the Executive joining the Company as Chief Executive Officer,

AND WHEREAS, the Company desires to retain the benefits of Executive’s experience and abilities from and after the Effective Date, and Executive desires to accept such employment in strict accordance with the terms and conditions of this Agreement,

AND WHEREAS, the Company and the Executive desire to amend and restate the Original Agreement setting forth in writing the revised terms and conditions of their agreements and understandings.

NOW THEREFORE in consideration of the Consideration and premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the Company and the Executive hereby completely amend and restate the Original Agreement as follows:

1.	DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

“Agreement”— this Employment Agreement, including the Schedules and Exhibits, if any, attached hereto, as amended from time to time.

“Boardof Directors” — the board of directors of the Company.

“Changeof Control” — means:

(a) A successful “take-over bid” (as defined in the Securities Act (British Columbia), as amended, or any successor legislation thereto) pursuant to which the “offeror” beneficially owns in excess of 50% of the issued and outstanding common shares of the Company;

(b) The issuance to or acquisition by any person, or group of persons acting jointly or in concert, directly or indirectly, including through an arrangement or other form of reorganization, of common shares of the Company which in the aggregate total 50% or more of the then issued and outstanding common shares of the Company;

(c) An arrangement, merger or other form of reorganization of the Company where the holder of the outstanding voting securities or interests of the Company immediately prior to the completion of the reorganization will hold 50% or less of the outstanding voting securities or interests of the continuing entity upon completion of the arrangement, merger or reorganization; the sale of all or substantially all of the assets of the Company; or

(d) The liquidation, winding-up or dissolution of the Company.

“ConfidentialInformation” — any and all:

(a) trade secrets concerning the business and affairs of the Company (including all subsidiaries), product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) and all other information not known to the public or industry related to the operations or business of the Company; and

(b) proprietary information concerning the business and affairs of the Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented, which is not known to the public or industry; and

(c) notes, analysis, compilations, studies, summaries, and other material prepared by or for Employer containing or based, in whole or in part, on any information included in the foregoing.

“EffectiveDate” — the date stated in the first paragraph of the Agreement.

**“Employer”**or “Company” — defined as GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.).

“ExecutiveInvention” — any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by Executive, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed publicly to be conducted by Employer, and any such item created by Executive, either solely or in conjunction with others, following termination of Executive’s employment with Employer, that is based upon or uses Confidential Information. The term “ExecutiveInvention” includes but is not limited to the inventions, techniques, and specially commissioned works described in Schedule 5.2(b).

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“EmploymentPeriod” — the term of Executive’s employment under this Agreement.

“FiscalYear” — Employer’s fiscal year, as it exists on the Effective Date or as changed from time to time.

“Person”— any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

“ProprietaryItems” — as defined in Section 5.2(a)(iv).

“Salary”— as defined in Section 3.1(a).

2.	EMPLOYMENT TERMS AND DUTIES

Employer hereby employs Executive, and Executive hereby accepts employment by Employer, upon the terms and conditions set forth in this Agreement.

2.1	TERM

Subject to the provisions of Section 4, the term of Executive’s employment under this Agreement will be three (3) years (the “InitialTerm”), beginning on the Effective Date and ending on the third anniversary of the Effective Date. Subject to the provisions of Sections 3 and 4 below, this Agreement shall be automatically renewed for subsequent periods of one (1) (each a “RenewalTerm”) year unless either party provides written notice at least one hundred twenty (120) days prior to the expiration of the current period of its intention not to renew the Agreement. The Initial Term, together with all Renewal Terms, are collectively referred to as the “Employment Period”.

2.2	DUTIES

Subject to the terms set forth herein, the Executive will serve as Chief Executive Officer of the Company and shall have the ordinary and customary duties attendant with such title. The Executive will report to the Board of Directors and the Executive shall serve in an executive capacity and shall perform such duties and shall devote all of the Executive’s business time, attention and ability during normal corporate business hours to the discharge of the duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in the Board of Directors, such duties to be consistent with his position. Compensation for Executive’s services for the Company is included in the compensation set forth in this Agreement. Executive may not be employed by any other business, it being the intent of the Parties that Executive will be fully engaged in the Business as his only business pursuit other than (i) passive, personal investment management of other assets, or (ii) devoting reasonable time and energies to charitable and civic activities; provided such activities described in clauses (i)–(ii) above do not, individually or in the aggregate, interfere in any material respect with the performance of Executive’s duties and obligations to Company.

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2.3	COMPLIANCE WITH COMPANY POLICIES

Executive agrees to comply with and be subject to all of Company’s policies and procedures of which he has been provided copies, including reasonable amendments to such policies and procedures adopted by Company of which he has been given copies.

2.4	LOCATION

During the Employment Period, the Executive shall render his services in Frisco, Texas, or such other place as mutually agreed upon with the Company.

3.	EMPLOYMENT COMPENSATION
3.1	COMPENSATION PACKAGE
---	---

Executive’s compensation and any and all other rights of Executive under this Agreement are included in the following compensation package (the “CompensationPackage”). This Compensation Package shall contain certain financial terms outlined in Schedule A and conditions addressed below (salary, health care, Company benefits and life and disability insurance, etc.).

(a) Salary. Executive will be paid an annual base salary at the rate set forth in Schedule A, subject to adjustments as provided below (the “Salary”)**,**payable in the same manner and on the same payroll schedule in which the Company’s employees receive payment. The Salary will be reviewed by the Company’s Compensation Committee not less frequently than annually and may be adjusted upward from time to time by the Company’s Compensation Committee commensurate with Executive’s performance and duties.

(b) Annual Performance Bonus. The Executive will be entitled to participate in any Company bonus plan that is in effect from time to time. The Board of Directors will establish certain performance measures each fiscal year or calendar year, as may be determined by the Board of Directors, that the Executive will need to achieve and payment will be subject to approval by the Board of Directors.

(c) Executive Incentive Plans. Executive will be entitled to participate in such other equity, bonus and incentive plans as are generally made available to the Company’s other executives, subject to the approval by the Board of Directors.

(d) Benefits. During the Employment Period, the Executive shall be entitled to the following benefits, programs and arrangements of the Employer in effect during the Employment Period which are generally available to the executive employees of the Employer, subject to and on a basis consistent with terms, conditions and overall administration of such plans, programs and arrangements:

(i) Insurance. Executive shall be entitled to participate in all fringe benefit programs, including health insurance, vision insurance, dental insurance, life insurance, accident insurance and short and long term disability insurance, as well as any other similar insurance programs offered by Employer to individuals employed in executive positions (collectively, the “Executive Benefit Plans”). It is specifically acknowledged by the Parties that the premiums for the family health and medical insurance to be provided to Executive shall be paid for in full by the Employer, unless otherwise provided in the Company’s cafeteria plan, if applicable. Employer reserves the right to amend or terminate any Executive Benefit Plans at any time in its sole discretion, subject to the terms of such Executive Benefit Plan and applicable law.

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(ii) Business Expenses. The Employer shall reimburse the Executive, or provide him with a Company credit card, for the reasonable amount of hotel, travel, entertainment and other expenses necessarily incurred by the Executive in the discharge of his duties for the Employer, subject to the Company’s expense reimbursement policies.

(iii) Indemnification; Insurance Against Liability. Employer will indemnify, save harmless, and defend Executive, and all of Executive’s heirs and assigns, (collectively “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of, resulting from, or relating to the services Executive provides under this Agreement, including, without limitation, any claims from or by third parties to the extent permitted by applicable law of the state of incorporation of Employer and Employer’s organizational documents; provided that if it is determined by a non-appealable judicial ruling that Executive committed any criminal or unlawful acts, Employer will be entitled to recover from Executive all costs, fees and expenses relating to Losses directly resulting from Executive’s criminal or unlawful acts. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business. In addition, the Employer shall promptly pay in advance of final disposition of any action, suit or proceeding all reasonable expenses incurred by the Executive in connection with any matter as to which it could reasonably be expected to be entitled to indemnification hereunder. The Executive hereby undertakes and agrees to repay to the Employer any advances made pursuant to this Section 3.l(d)(iii) if and to the extent that it shall ultimately be found that the Executive is not entitled to be indemnified by the Company for such amounts. The Agreement shall not affect any indemnification or other rights and benefits afforded to the Executive by the Employer’s certificate of incorporation or by-laws. The Employer shall secure an officer’s and director’s liability insurance policy for the Executive designed to insulate and protect the Executive from personal liability for claims arising against him through the proper execution of his duties for the Employer.

(iv) Visa Fees. Employer shall be responsible for payment of required legal fees, government filing fees, and expenses associated with Executive’s work visa.

(v) Ancillary Benefits. Employer shall provide Executive with an auto allowance (equal to $500 per month) and reimburse Executive for mobile phone plan use. Furthermore, Employer will also provide Executive, his spouse and children membership in the Cowboys Fit Health Club (the items described in this paragraph collectively, the “Ancillary Benefits”).

4.	TERMINATION

(a) This Agreement may be terminated by either Party at any time, but if so terminated for any of the reasons below, the appropriate provisions of subsection (b) of this Section 4 shall apply.

(i) Mutual written agreement between the Executive and the Company at any time;

(ii) Executive’s death;

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(iii) Executive’s disability which renders Executive unable to perform the essential functions of his job even with reasonable accommodation;

(iv) By non-renewal of the existing agreement per section 2.1;

(v) By Company For Cause. For Cause shall mean a termination by the Company because of any one of the following events:

(A)	Executive’s<br> breach of fiduciary duty to the Company;
(B)	Any<br> wrongful act or omission by Executive which causes material injury to the Company, including<br> material injury to the business reputation of the Company;
(C)	Executive’s<br> fraud;
(D)	Executive’s<br> material misconduct involving objectively demonstrable dishonesty;
(E)	Executive’s<br> refusal to abide by the published policies, procedures, and rules of the Company; or
(F)	Executive’s<br> indictment for, conviction of, or entry of a plea of guilty or no contest to, (1) a felony,<br> or (2) crime involving moral turpitude;

(vi) Executive’s Resignation Without “Good Reason”. “Good Reason” shall mean any circumstance in which Executive can establish all four subparts:

(A)	when<br> the Company, without Executive’s written consent does one or more of the following:<br> (1) reduces Executive’s total compensation by more than 10%; (2) materially diminishes<br> the Executive’s title, duties, or level of authority or responsibilities (for avoidance<br> of doubt, in the case where the Company remains a separate and independent operating entity,<br> title change is permissible as long as the position has an equivalent level of authority<br> or responsibility); (3) relocates Executive’s principal workplace by more than 30 miles<br> from Frisco, Texas, without mutual agreement; or (4) enters into a Change of Control and<br> thereafter the Company (or any successor) provides Executive with employee benefits that<br> are materially less than those provided to Executive as of the date hereof,
(B)	Executive<br> provides written notice to the Company of any such action within sixty (60) days of the date<br> on which such action and provides the Company with thirty (30) days to remedy such action<br> (the “Cure Period”); (C) the Company fails to remedy such action within the Cure<br> Period; and (D) Executive resigns within ten (10) days of the expiration of the Cure Period.<br> Good Reason shall not include any insubstantial action that (1) is not taken in bad faith,<br> and (2) is remedied by the Company or, as applicable, the Company within the Cure Period.

(A)

when the Company, without Executive’s written consent does one or more of the following: (1) reduces Executive’s total compensation by more than 10%; (2) materially diminishes the Executive’s title, duties, or level of authority or responsibilities (for avoidance of doubt, in the case where the Company remains a separate and independent operating entity, title change is permissible as long as the position has an equivalent level of authority or responsibility); (3) relocates Executive’s principal workplace by more than 30 miles from Frisco, Texas, without mutual agreement; or (4) enters into a Change of Control and thereafter the Company (or any successor) provides Executive with employee benefits that are materially less than those provided to Executive as of the date hereof,

(B)

Executive provides written notice to the Company of any such action within sixty (60) days of the date on which such action and provides the Company with thirty (30) days to remedy such action (the “Cure Period”); (C) the Company fails to remedy such action within the Cure Period; and (D) Executive resigns within ten (10) days of the expiration of the Cure Period. Good Reason shall not include any insubstantial action that (1) is not taken in bad faith, and (2) is remedied by the Company or, as applicable, the Company within the Cure Period.

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(vii) Executive’s resignation with Good Reason; or

(viii) By Company Without Cause. “Without Cause” shall mean any termination of employment by the Company which is not defined in subsections (i) through (vi) above.

(b) Company’s Post-Termination Obligations

(i) If this Agreement terminates for any of the reasons set forth in Sections 4(a)(v) through 4(a)(vi) above, then the Company will pay Executive all accrued but unpaid wages, based on Executive’s then current Salary, through the termination date. All of Executive’s Company equity awards, including any awards held by Executive through a Company subsidiary (collectively, the “Company EquityAwards”), that are unvested at the time of termination shall forfeit.

(ii) If this Agreement terminates for any of the reasons set forth in Sections 4(a)(vii) or (viii), other than upon a Change of Control fitting the description set forth in subsection (D)(ii) below, then the Company will pay Executive: (A) all accrued but unpaid wages through the termination date, based on Executive’s then current Salary, (B) separation pay equal to twelve (12) months of Executive’s then current Salary, divided and paid in separate equal monthly installments over a period of twelve (12) months, and (C) an amount sufficient to cover the COBRA premiums necessary for Executive to continue family coverage under the Company’s group health plan for the twelve (12) month period immediately following Executive’s termination date; provided, that the Executive is then eligible to continue participation under the Company’s group health plan pursuant to a timely made COBRA election made by Executive to continue such coverage; provided further, that, the Company shall not be required to make more than the maximum number of payments allowed under COBRA, (D) (i) In the event this Agreement is terminated Without Cause or for Good Reason: Pro-rata vesting will apply to all of Executive’s outstanding Company Equity Awards through the end of the 12-month severance period, provided that any equity awards with performance conditions will be prorated for active employment, with final payment to be made consistent with the terms of the performance plan and the value to be adjusted for actual performance, (ii) In the event there is a Change of Control and, within twelve (12) months thereafter, this Agreement is terminated Without Cause or for Good Reason: (a) Accelerated vesting will apply to all of Executive’s outstanding Company Equity Awards, including that performance based awards to vest 100%, although final payout to be made in line with the terms of the performance plan design and (b) Executive will be entitled to twenty-four (24) months of the benefits set forth in subsections (A) and (B) above and eighteen (18) months of the benefits set forth in subsection (C) above in lieu of the twelve (12) month payments described therein; (E) Payments due under subsections 4(b)(ii)(B) and (C) are collectively referred to as the **“Separation Payment”.**Each installment of the Separation Payment shall be paid on the first business day of each month for the applicable number of months specified above, beginning with the first such date that is at least thirty (30) days after the date of Executive’s termination.

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(i) General. It is the intention of both the Company and the Executive that the benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Executive and on the Company). Notwithstanding the foregoing, the Company does not make any representation to the Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Executive or any beneficiary of the Executive for any tax, additional tax, interest or penalties that the Executive or any beneficiary of the Executive may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

(ii) “Distribution” on Account of Separation from Service. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s services hereunder shall be made unless and until the Executive incurs a “separation from service” within the meaning of Section 409A.

(iii) 6 Month Delay for Specified Executive.

(A)	If<br> the Executive is a “specified employee”, then no payment or benefit that is payable<br> on account of the “separation from service”, as that term is defined for purposes<br> of Section 409A, shall be made before the date that is six months after the Executive’s<br> “separation from service” (or, if earlier, the date of the Executive’s<br> death) if and to the extent that such payment or benefit constitutes deferred compensation<br> (or may be nonqualified deferred compensation) under Section 409A and such deferral is required<br> to comply with the requirements of Section 409A. Any payment or benefit delayed by reason<br> of the prior sentence shall be paid out or provided in a single lump sum at the end of such<br> required delay period in order to catch up to the original payment schedule.
(B)	For<br> purposes of this provision, the Executive shall be considered to be a “specified employee”<br> if, at the time of his separation from service, the Executive is a “key employee”,<br> within the meaning of Section 416(i) of the Code, of the Company (or any person or entity<br> with whom the Company would be considered a single employer under Section 4l4(b) or Section<br> 414(c) of the Code) any stock in which is publicly traded on an established securities market<br> or otherwise.

(A)

If the Executive is a “specified employee”, then no payment or benefit that is payable on account of the “separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that is six months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

(B)

For purposes of this provision, the Executive shall be considered to be a “specified employee” if, at the time of his separation from service, the Executive is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company (or any person or entity with whom the Company would be considered a single employer under Section 4l4(b) or Section 414(c) of the Code) any stock in which is publicly traded on an established securities market or otherwise.

(iv) No Acceleration of Payments. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.

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(v) Exception for Separation Payments. To the extent that the payment of any portion of the Severance Payment constitutes “nonqualified deferred compensation” for purposes of Section 409A, such portion of the Severance Payment shall be paid no later than March 15 of the year immediately following the year of the Executive’s termination and in accordance with the Company’s standard payroll schedule and practices.

(vi) Treatment of Each Installment as a Separate Payment and Timing of Payments. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(vii) Taxable Reimbursements and In-Kind Benefits.

(A)	Any<br> reimbursements by the Company to the Executive of any eligible expenses under this Agreement<br> that are not excludable from the Executive’s income for Federal income tax purposes (the<br> “Taxable Reimbursements”) shall be made by no later than the earlier of<br> the date on which they would be paid under the Company’s normal policies and the last day<br> of the taxable year of the Executive following the year in which the expense was incurred.
(B)	The<br> amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided<br> to the Executive, during any taxable year of the Executive shall not affect the expenses<br> eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year<br> of the Executive (except for any life-term or other aggregate limitation applicable to medical<br> expenses).
(C)	The<br> right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation<br> or exchange for another benefit.
5.	NON-DISCLOSURE COVENANT; EXECUTIVE INVENTIONS
---	---
5.1	ACKNOWLEDGMENTS BY THE EXECUTIVE
---	---

The Executive acknowledges that (a) during the Employment Period, and as a part of his employment, Executive will be afforded access to Confidential Information and goodwill; (b) public disclosure of such Confidential Information could have an adverse effect on the Company and its business; (c) because Executive possesses substantial technical and business expertise and skill with respect to the Company’s business, Employer desires to obtain exclusive ownership of each Executive Invention, Executive trade secrets, and the Parties agree that Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Executive Invention; (d) Employer has required that Executive make the covenants in this Section 5 as a condition of Executive’s employment with the Company; and (e) the provisions of this Section 5 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide Employer with exclusive ownership of all Executive Inventions.

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5.2	AGREEMENTS OF THE EXECUTIVE

In consideration of the compensation and benefits to be paid or provided to Executive by Employer under this Agreement, Executive covenants as follows:

(a) Confidentiality

(i) During and following the Employment Period, Executive will hold in confidence all Confidential Information and will not disclose it to any person except with the specific prior written consent of the Company or except as otherwise expressly permitted by the terms of this Agreement.

(ii) Any trade secrets of the Company will be entitled to all of the protections and benefits under applicable law. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Executive hereby waives any requirement that Employer submits proof of the economic value of any trade secret or posts a bond or other security.

(iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that Executive demonstrates was or became generally available to the public other than as a result of a disclosure by Executive.

(iv) Executive will not remove from Employer’s premises (except to the extent such removal is for purposes of the performance of Executive’s duties at home or while traveling, or except as otherwise specifically authorized by Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the “ProprietaryItems”). Executive recognizes that, as between the Company and Executive, all of the Proprietary Items, whether or not developed by Executive, are the exclusive property of the Company. Upon termination of this Agreement by either party, or upon the request of Employer during the Employment Period, Executive will immediately return to Employer all of the Proprietary Items in Executive’s possession or subject to Executive’s control, and Executive shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.

(v) Post-Employment. Executive’s obligations under this section continue after his employment with the Company ends; provided that Executive’s post-employment obligations contained herein with respect to Confidential Information shall not apply if and to the extent Executive demonstrates that: (i) the same information was in Executive’s possession prior to Executive’s employment by the Company; (ii) the same information is or becomes generally available to the public and such public availability is not the result, directly or indirectly, of any fault of, or improper taking, use or disclosure by, Executive or anyone working in concert or participation with Executive; or (iii) Executive obtains the information properly, from a source that was free to disclose it, and under circumstances such that Executive neither knew nor had reason to know that such information had been acquired, used or disclosed improperly.

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(vi) DefendTrade Secrets Act. Executive shall not be held criminally or civilly liable under any U.S. Federal or State trade secret law for the disclosure of a trade secret that is made (a)(i) in confidence to a U.S. Federal, State or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit against the Company for retaliation by the Company for reporting by Executive of a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. §1833(b).

(b) Executive Inventions. Each Executive Invention will belong exclusively to Employer. The Executive acknowledges that all of Executive’s writing, works of authorship, specially commissioned works listed in Schedule 5.2(b), and other Executive Inventions are works made for hire and the property of Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, Executive hereby assigns to Employer all of Executive’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Executive Inventions. The Executive covenants that he will promptly:

(i) disclose to Employer in writing any Executive Invention;

(ii) assign to Employer or to a party designated by Employer, at Employer’s request and without additional compensation, all of Executive’s rights to Executive Inventions for the United States and all foreign jurisdictions;

(iii) execute and deliver to Employer such applications, assignments, and other documents as Employer may request in order to apply for and obtain patents or other registrations with respect to any Executive Invention in the United States and any foreign jurisdictions;

(iv) sign all other papers necessary to carry out the above obligations; and

(v) give testimony and render any other assistance but without expense to Executive in support of Employer’s rights to any Executive Invention.

6.	NON-COMPETITION AND NON-INTERFERENCE
6.1	ACKNOWLEDGMENTS BY THE EXECUTIVE
---	---

The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual in character; (b) that Executive utilizes Company’s Confidential Information (including trade secrets) and goodwill in the performance of his duties under this Agreement; (c) Employer competes with other businesses in the digital content management for local broadcaster space; and (d) the provisions of this Section 6 are reasonable and necessary to protect Employer’s business and will not result in any undue hardship to Executive.

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6.2	PROTECTIVE COVENANTS OF THE EXECUTIVE

In consideration of the acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by Company, Executive covenants that he will not, directly or indirectly:

(a) during the Employment Period and for a period of one (1) year after termination of the Agreement engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, any esports business whose products or activities directly compete in whole or in material part with the products or activities of the Company in the esports field;

(b) whether for Executive’s own account or for the account of any other person, at any time during the Employment Period and for one (1) year following termination of the Agreement, solicit business of the same or similar type being carried on by the Company, from any person known by Executive to have been a customer, client, prime contractor, subcontractor or strategic partner of the Company during the Employment Period, where the Executive had personal contact with such person or entity, or learned of such person or entity, during and by reason of Executive’s employment with the Company and the revenue derived by the Company from such person or entity during the last twelve months of the Employment Period was in excess of US$50,000;

(c) whether for Executive’s own account or the account of any other person (i) at any time during the Employment Period and for one (1) year following termination of the Agreement, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee or contractor of the Company at any time during the Employment Period or in any manner induce or attempt to induce any employee or contractor of Employer to terminate his employment or consultancy with the Company; or (ii) at any time during the Employment Period and for two (2) years following termination of the Agreement, interfere with the Company’s relationship with any person, including any person who at any time during the Employment Period was an employee, contractor (prime or sub-), supplier, or customer of the Company; or

(d) at any time during or after the Employment Period, disparage the Company or any of its shareholders, directors, officers, employees, or agents.

Executive acknowledges and agrees: (a) that if a court of competent jurisdiction subsequently determines that any of such covenant in this Section 6.2, or any part thereof, is invalid or unenforceable, the remainder of such covenants and agreements shall not thereby be affected and shall be given full effect without regard to the invalid portions; and (b) if any court determines that any of the covenants in this Section 6.2, or any part thereof, is invalid or unenforceable because of the duration or scope of such provision, such court shall have the power to reduce, modify, or reformation the duration or scope of such provision to the fullest extent provided by law, as the case may be, and, in its reduced, modified or reformed form, such provision shall then be enforceable to the maximum extent permitted by applicable law.

If Executive violates one of the post-employment restrictions in this Agreement on which there is a specific time limitation, the time period for that restriction will be extended by one day for each day Executive violates it, up to a maximum extension equal to the length of time originally prescribed for the restriction, so as to give Company the full benefit of the bargained-for length of forbearance.

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7.	GENERAL PROVISIONS
7.1	INJUNCTIVE RELIEF AND ADDITIONAL REMEDY
---	---

Executive acknowledges that the injury that would be suffered by the Company as a result of a breach of the provisions of this Agreement (including any provision of Sections 5 and 6) would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights they may have, to seek injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement and will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s rights under this Section 7 or any other of their remedies, if Executive breaches any of the provisions of Section 5 or 6, the Company will have the right to cease making any payments otherwise due to Executive under this Agreement until such breach has been remedied or cured. Any and all of Company’s remedies for the breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any and all other remedies with respect to the subject matter hereof.

7.2	ESSENTIAL AND INDEPENDENT COVENANTS

The covenants by Executive in Sections 5 and 6 are essential elements of this Agreement, and without Executive’s agreement to comply with such covenants, Employer would not have entered into this Agreement or employed the Executive. Employer and Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by Employer.

The Executive’s covenants in Sections 5 and 6 are independent covenants and the existence of any claim by Executive against Employer under this Agreement or otherwise or against Employer will not excuse Executive’s breach of any covenant in Section 5 or 6.

If Executive’s employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of Executive in Sections 5 and 6.

7.3	REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE

Executive represents and warrants to Employer that the execution and delivery by Executive of this Agreement do not, and the performance by Executive of Executive’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Company; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Executive is a party or by which Executive is or may be bound.

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7.4	WAIVER

The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

7.5	BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

This Agreement shall inure to the benefit of, and shall be binding upon (without any further action by Executive required), the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of Executive under this Agreement, being personal, may not be delegated.

7.6	NOTICES

All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by certified or registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers or to such other addresses and facsimile numbers as a party may designate by notice to the other parties.

7.7	ENTIRE AGREEMENT; AMENDMENTS

This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the Parties hereto regarding the subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by the Parties hereto.

7.8	CHOICE OF LAW; FORUM; LEGAL FEES

This Agreement shall be construed according to the laws of the United States of America and the State of Texas, without regard to its conflicts of laws principles. Both Parties hereby expressly consent to the personal jurisdiction of the State and Federal Courts located in Collin County, Texas in any legal action filed by either party arising from or related to this Agreement. In any legal action brought by either party to enforce the terms of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party the cost of such action, including reasonable attorneys’ fees.

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7.9	SECTION HEADINGS; CONSTRUCTION

The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

7.10	SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.11	COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

7.12	TAXES

Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for payment of taxes and withholding as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold have been satisfied.

7.13	RIGHT TO CONSULT WITH COUNSEL; NO DRAFTING PARTY

The Executive acknowledges having read and considered all of the provisions of this Agreement carefully, and having had the opportunity to consult with counsel of his own choosing, and, given this, the Executive agrees that the obligations created hereby are not unreasonable. The Executive acknowledges that he has had an opportunity to negotiate any and all of these provisions and no rule of construction shall be used that would interpret any provision in favor of or against a party on the basis of who drafted the Agreement.

7.14	DAMAGES

Nothing contained herein shall be construed to prevent the Company or the Executive from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement.

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7.15	WAIVER OF JURY TRIAL

THEEXECUTIVE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT THE EXECUTIVE MAY HAVE TO A TRIAL BY JURY IN RESPECTOF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT, DOCUMENT OR INSTRUMENTCONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING STATEMENTS (WHETHER VERBAL OR WRITTEN)OR ACTIONS OF ANY PARTY HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7.16	THIRD PARTY BENEFICIARIES

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by Employee. The Company may sell, assign, and transfer all of its right, title and interests in this Agreement without the prior consent of Employee, whether by operation of law or otherwise, in which case this Agreement shall remain in full force after such sale, assignment or other transfer and may be enforced by (a) any successor, assignee or transferee of all or any part of the Company’s business as fully and completely as it could be enforced by the Company if no such sale, assignment or transfer had occurred, and (b) the Company in the case of any sale, assignment or other transfer of a part, but not all, of the business. Employee’s duties and obligations under this Agreement shall survive the termination of Employee’s employment with the Company and shall, likewise, continue to apply and be valid notwithstanding any change in Employee’s duties, compensation, responsibilities, position or title and/or the assignment of this Agreement by the Company.

[Signature Page Follows].

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written above.

GAMESQUARE HOLDINGS INC. (f/k/a ENGINE GAMING AND MEDIA, INC.)
By:	/s/ Michael Munoz
Name:	Michael<br> Munoz
Title:	Chief<br> Financial Officer
Accented<br> and Agreed:
---
/s/ Justin Kenna
Justin<br> Paul Kenna
Gaming Community Network (GCN), Inc.
---	---
By:	/s/ John Wilk
Name:	John<br> Wilk
Title:	General<br> Counsel

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SCHEDULE A COMPENSATION TERMS

The following schedule outlines the compensation opportunities for the Executive as defined in Article 3 of the Agreement. This schedule forms part of the entire Agreement.

EmploymentAgreement Compensation Terms

3.1<br> (a) Base Salary	US$600,000<br> per year
3.1<br> (b) Annual Performance Bonus	Executive<br> will be entitled to participate in any Company bonus plan that is in effect from time to time, with performance measures and bonus<br> amounts to be established by the Board of Directors.
	Subject<br> to approval by the Board of Directors (and, thereafter, with modifications only made upon mutual agreement by Executive and the Board<br> of Directors, in writing) on the date the Company files its combined financial statements (the “Combined Financials”)<br> which include the calendar year ended December 31, 2023 (“Calendar Year 2023”), Executive shall be eligible to<br> receive a bonus in the amount of up to US$400,000, based on the achievement of performance metrics set forth below:
a)	US$50,000<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report gross revenue exceeding<br> the current guidance of $80,000,000;
---	---
b)	US$50,000<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report gross revenue exceeding<br> $85,000,000;
c)	US$50,000<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report gross revenue exceeding<br> $90,000,000;
d)	US$50,000<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report gross revenue exceeding<br> $95,000,000;
e)	US$100,000<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report gross revenue exceeding<br> $100,000,000; and
f)	US$100,000<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report a positive Adjusted EBITDA<br> in any quarter during Calendar Year 2023.

The Board of Directors shall establish performance metrics for Executive’s discretionary bonus for the period from January 1, 2024 to December 31, 2024 on or before the last day of Calendar Year 2023.

3.1<br> (c) Executive Incentive Plans	Executive<br> will be eligible to participate in the Company’s long term and other equity incentive plans generally made available to the<br> Company’s executives (Stock Options, RSUs, DSUs).
	Subject<br>to approval from the Board of Directors, Executive shall be eligible to receive:
(i)	a<br> one-time grant of 495,720 restricted share units on or about the Effective Date, which shall not vest before the date that is one<br> year following the grant date,
---	---
(ii)	an<br> annual discretionary grant of restricted share units, as determined by the sole and absolute discretion of the Board of Directors,<br> which shall not vest before the date that is one year following the grant date, and
(ii)	a<br> grant of 150,000 stock options per year during the course of the Agreement, to be awarded at the applicable market price at the time<br> of execution of each such grant. Such grants shall be subject to the terms set forth in their applicable award agreement.

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Exhibit 10.19

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of this 7^th^ day of July, 2023, for the period commencing May 1, 2023 (the “Effective Date”), by and between GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.) (the “Employer” or “Company”), an entity incorporated under the Business Corporations Act (British Columbia) (the “Act”), and Lou Schwartz, an individual residing at 510 Valley Road, Atlanta, GA 30305 (the “Employee”). Company and Employee are collectively referred to herein as the “Parties” and individually as a “Party.”

WHEREAS, the Employee was employed as the Chief Executive Officer of Frankly Media LLC, a Delaware limited liability company (“Frankly”) and its corporate parent, the Company, pursuant to an employment agreement dated May 1, 2021, by and between the Employee and Frankly (the “Original Agreement”), which terminated on April 30, 2023,

AND WHEREAS on April 11, 2023, the Company acquired all of the issued and outstanding shares of GameSquare Esports Inc. by way of an all-share transaction pursuant to a plan of arrangement under the Act (the “Transaction”),

AND WHEREAS as a result of the Transaction, the Company was restructured, resulting in a change to the Employee’s role in the Company,

AND WHEREAS, the Company desires to continue to retain the benefits of Employee’s experience and abilities from and after the Effective Date, and Employee desires to accept such employment in strict accordance with the terms and conditions of this Agreement,

1.	DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

“Agreement”— this Employment Agreement, including the Schedules and Exhibits, if any, attached hereto, as amended from time to time.

“Boardof Directors” — the board of directors of the Company.

“Changeof Control” — means:

(d) The liquidation, winding-up or dissolution of the Company.

“ConfidentialInformation” — any and all:

(a) trade secrets concerning the business and affairs of the Company (including all subsidiaries), product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) and all other information not known to the public or industry relating to the operations or business of the Company; and

(c) notes, analysis, compilations, studies, summaries, and other material prepared by or for Employer containing or based, in whole or in part, on any information included in the foregoing.

“EffectiveDate” — the date stated in the first paragraph of the Agreement.

“Employer”— defined as GameSquare Holdings Inc. (f/k/a Engine Gaming and Media, Inc.).

“EmployeeInvention” — any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by Employee, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed publicly to be conducted by Employer, and any such item created by Employee, either solely or in conjunction with others, following termination of Employee’s employment with Employer, that is based upon or uses Confidential Information. The term **“Employee Invention”**includes but is not limited to the inventions, techniques, and specially commissioned works described in Schedule 5.2(b).

“EmploymentPeriod” — the term of Employee’s employment under this Agreement.

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“FiscalYear” — Employer’s fiscal year, as it exists on the Effective Date or as changed from time to time.

“ProprietaryItems” — as defined in Section 5.2(a)(iv).

“Salary”— as defined in Section 3.1(a).

2.	EMPLOYMENT TERMS AND DUTIES 2.1 EMPLOYMENT

Employer hereby employs Employee, and Employee hereby accepts employment by Employer, upon the terms and conditions set forth in this Agreement.

2.1	TERM

Subject to the provisions of Section 4, the term of Employee’s employment under this Agreement will be two (2) years (the “InitialTerm”), beginning on the Effective Date and ending on the second anniversary of the Effective Date. Subject to the provisions of Sections 3 and 4 below, this Agreement shall be automatically renewed for subsequent periods of one (1) year (each a “RenewalTerm”) unless either party provides written notice at least one hundred twenty (120) days prior to the expiration of the current period of its intention not to renew the Agreement. The Initial Term, together with all Renewal Terms, are collectively referred to as the “Employment Period”.

2.2	DUTIES

Subject to the terms set forth herein, the Employee will serve as President of the Company and shall have the ordinary and customary duties attendant with such title. The Employee will report to the Board of Directors and the Employee shall serve in an executive capacity and shall perform such duties and shall devote all of the Employee’s business time, attention and ability during normal corporate business hours to the discharge of the duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in the Board of Directors, such duties to be consistent with his position. Compensation for Employees services for the Company is included in the compensation set forth in this Agreement. Employee may not be employed by any other business, it being the intent of the Parties that Employee will be fully engaged in the Business as his only business pursuit other than (i) passive, personal investment management of other assets, or (ii) devoting reasonable time and energies to charitable and civic activities; provided such activities described in clauses (i)–(ii) above do not, individually or in the aggregate, interfere in any material respect with the performance of Employee’s duties and obligations to Company.

2.3	COMPLIANCE WITH COMPANY POLICIES

Employee agrees to comply with and be subject to all of Company’s policies and procedures of which he has been provided copies, including reasonable amendments to such policies and procedures adopted by Company of which he has been given copies.

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| --- | | 2.4 | LOCATION | | --- | --- |

During the Employment Period, the Employee shall render his services in Atlanta, Georgia, or such other place as mutually agreed upon with the Company.

3.	EMPLOYMENT COMPENSATION
3.1	COMPENSATION PACKAGE
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Employee’s compensation and any and all other rights of Employee under this Agreement are included in the following compensation package (the “CompensationPackage”). This Compensation Package shall contain certain financial terms outlined in Schedule A and conditions addressed below (salary, health care, Company benefits and life and disability insurance, etc.).

(a) Salary. Employee will be paid an annual base salary at the rate set forth in Schedule A, subject to adjustments as provided below (the **“Salary”),**payable in the same manner and on the same payroll schedule in which the Company’s employees receive payment. The Salary will be reviewed by the Company’s Compensation Committee not less frequently than annually, and may be adjusted upward from time to time by the Company’s Compensation Committee commensurate with Employee’s performance and duties.

(b) Annual Performance Bonus. The Employee will be entitled to participate in any Company bonus plan that is in effect from time to time. the Board of Directors will establish certain performance measures each fiscal year or calendar year, as may be determined by the Board of Directors, that the Employee will need to achieve and payment will be subject to approval by the Board of Directors.

(c) Employee Incentive Plans. Employee will be entitled to participate in such other equity, bonus and incentive plans as are generally made available to the Company’s other executives, subject to the approval by the Board of Directors.

(d) Benefits. During the Employment Period, the Employee shall be entitled to the following benefits, programs and arrangements of the Employer in effect during the Employment Period which are generally available to the executive employees of the Employer, subject to and on a basis consistent with terms, conditions and overall administration of such plans, programs and arrangements:

(i) Insurance. Employee shall be entitled to participate in all fringe benefit programs, including health insurance, vision insurance, dental insurance, life insurance, accident insurance and short and long term disability insurance, as well as any other similar insurance programs offered by Employer to individuals employed in executive positions (collectively, the “Employee Benefit Plans”). It is specifically acknowledged by the Parties that the premiums for the family health and medical insurance to be provided to Employee shall be paid for in full by the Employer, unless otherwise provided in the Company’s cafeteria plan, if applicable. Employer reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

(ii) Business Expenses. The Employer shall reimburse the Employee, or provide him with a Company credit card, for the reasonable amount of hotel, travel, entertainment and other expenses necessarily incurred by the Employee in the discharge of his duties for the Employer, subject to the Company’s expense reimbursement policies.

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(iii) Indemnification; Insurance Against Liability. Employer will indemnify, save harmless, and defend Employee, and all of Employee’s heirs and assigns, (collectively “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys’ fees and costs) (collectively, “Losses”) arising out of, resulting from, or relating to the services Employee provides under this Agreement, including, without limitation, any claims from or by third parties to the extent permitted by applicable law of the state of incorporation of Employer and Employer’s organizational documents; provided that if it is determined by a non-appealable judicial ruling that Employee committed any criminal or unlawful acts (including, but not limited to, discriminatory or retaliatory conduct), Employer will be entitled to recover from Employee all costs, fees and expenses relating to Losses directly resulting from Employee’s criminal or unlawful acts. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business. In addition, the Employer shall promptly pay in advance of final disposition of any action, suit or proceeding all reasonable expenses incurred by the Employee in connection with any matter as to which it could reasonably be expected to be entitled to indemnification hereunder. The Employee hereby undertakes and agrees to repay to the Employer any advances made pursuant to this Section 3.l(d)(iii) if and to the extent that it shall ultimately be found that the Employee is not entitled to be indemnified by the Company for such amounts. The Agreement shall not affect any indemnification or other rights and benefits afforded to the Employee by the Employer’s certificate of incorporation or by-laws. The Employer shall secure an officer’s and director’s liability insurance policy for the Employee designed to insulate and protect the Employee from personal liability for claims arising against him through the proper execution of his duties for the Employer.

4.	TERMINATION

(a) This Agreement may be terminated by either Party at any time, but if so terminated for any of the reasons below, the appropriate provisions of subsection (b) of this Section 4 shall apply.

(i) Mutual written agreement between the Employee and the Company at any time;

(ii) Employee’s death;

(iii) Employee’s disability which renders Employee unable to perform the essential functions of his job even with reasonable accommodation, if such accommodation exists;

(iv) By non-renewal of the existing agreement per section 2.1;

(v) By Company For Cause. “For Cause” shall mean a termination by the Company because of any one of the following events:

(A)	Employee’s<br> breach of fiduciary duty to the Company;

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| --- | | (B) | Any wrongful act or omission by Employee which causes material injury to the Company, including material injury to the business reputation of the Company; | | --- | --- | | (C) | Employee’s fraud; | | (D) | Employee’s material misconduct involving objectively demonstrable dishonesty; | | (E) | Employee’s refusal to abide by the published policies, procedures, and rules of the Company; or | | (F) | Employee’s indictment for, conviction of, or entry of a plea of guilty or no contest to, (1) a felony, or (2) crime involving moral turpitude; |

(vi) Employee’s Resignation Without “Good Reason”. “Good Reason” shall mean any circumstance in which Employee can establish all four subparts:

(A)

when the Company, without Employee’s written consent does one or more of the following: (1) reduces Employee’s total compensation by more than 10%; (2) materially diminishes the Employee’s title, duties, or level of authority or responsibilities (for avoidance of doubt, in the case where the Company remains a separate and independent operating entity, title change is permissible as long as the position has an equivalent level of authority or responsibility); (3) relocates Employee’s principal workplace by more than 30 miles from Atlanta, Georgia without mutual agreement; or (4) enters into a Change of Control and thereafter the Company (or any successor) provides Employee with employee benefits that are materially less than those provided to Employee as of the date hereof, and

(B)

Employee provides written notice to the Company of any such action within sixty (60) days of the date on which such action and provides the Company with thirty (30) days to remedy such action (the “Cure Period”); (C) the Company fails to remedy such action within the Cure Period; and (D) Employee resigns within ten (10) days of the expiration of the Cure Period. Good Reason shall not include any insubstantial action that (1) is not taken in bad faith, and (2) is remedied by the Company or, as applicable, the Company within the Cure Period.

(vii) Employee’s resignation with Good Reason; or

(viii) By Company Without Cause. “Without Cause” shall mean any termination of employment by the Company which is not defined in subsections (i) through (vi) above.

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(b) Company’s Post-Termination Obligations

(i) If this Agreement terminates for any of the reasons set forth in Sections 4(a)(i) through 4(a)(vi) above, then the Company will pay Employee all accrued but unpaid wages, based on Employee’s then current Salary, through the termination date. All of Employee’s Company equity awards, including any awards held by Employee through a Company subsidiary (collectively, the “Company Equity Awards”), that are unvested at the time of termination shall forfeit.

(ii) If this Agreement terminates for any of the reasons set forth in Sections 4(a)(vii) or (viii), other than upon a Change of Control fitting the description set forth in subsection (D)(ii) below, then the Company will pay Employee: (A) all accrued but unpaid wages through the termination date, based on Employee’s then current Salary, (B) separation pay equal to twelve (12) months of Employee’s then current Salary, divided and paid in separate equal monthly installments over a period of twelve (12) months, and (C) an amount sufficient to cover the COBRA premiums necessary for Employee to continue family coverage under the Company’s group health plan for the twelve (12) month period immediately following Employee’s termination date; provided, that the Employee is then eligible to continue participation under the Company’s group health plan pursuant to a timely made COBRA election made by Employee to continue such coverage; provided further, that, the Company shall not be required to make more than the maximum number of payments allowed under COBRA, (D) (i) In the event this Agreement is terminated Without Cause or for Good Reason: Pro-rata vesting will apply to all of Employee’s outstanding Company Equity Awards through the end of the 12-month severance period, provided that any equity awards with performance conditions will be prorated for active employment, with final payment to be made consistent with the terms of the performance plan and the value to be adjusted for actual performance, (ii) In the event there is a Change of Control and, within twelve (12) months thereafter, this Agreement is terminated Without Cause or for Good Reason: (a) Accelerated vesting will apply to all of Employee’s outstanding Company Equity Awards, including that performance based awards to vest 100%, although final payout to be made in line with the terms of the performance plan design and (b) Employee will be entitled to twenty-four (24) months of the benefits set forth in subsections (A) and (B) above and eighteen (18) months of the benefits set forth in subsection (C) above in lieu of the twelve (12) month payments described therein; (E) Payments due under subsections 4(b)(ii)(B) and (C) are collectively referred to as the **“Separation Payment”.**Each installment of the Separation Payment shall be paid on the first business day of each month for the applicable number of months specified above, beginning with the first such date that is at least thirty (30) days after the date of Employee’s termination.

(i) General. It is the intention of both the Company and the Employee that the benefits and rights to which the Employee could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Employee or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Employee and on the Company). Notwithstanding the foregoing, the Company does not make any representation to the Employee that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Employee or any beneficiary of the Employee for any tax, additional tax, interest or penalties that the Employee or any beneficiary of the Employee may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

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(ii) “Distribution” on Account of Separation from Service. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Employee’s services hereunder shall be made unless and until the Employee incurs a “separation from service” within the meaning of Section 409A.

(iii) 6 Month Delay for Specified Employee.

(A)

If the Employee is a “specified employee”, then no payment or benefit that is payable on account of the “separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that is six months after the Employee’s “separation from service” (or, if earlier, the date of the Employee’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

(B)

For purposes of this provision, the Employee shall be considered to be a “specified employee” if, at the time of his separation from service, the Employee is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company (or any person or entity with whom the Company would be considered a single employer under Section 4l4(b) or Section 414(c) of the Code) any stock in which is publicly traded on an established securities market or otherwise.

(iv) No Acceleration of Payments. Neither the Company nor the Employee, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.

(v) Exception for Separation Payments. To the extent that the payment of any portion of the Severance Payment constitutes “nonqualified deferred compensation” for purposes of Section 409A, such portion of the Severance Payment shall be paid no later than March 15 of the year immediately following the year of the Employee’s termination and in accordance with the Company’s standard payroll schedule and practices.

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(vi) Treatment of Each Installment as a Separate Payment and Timing of Payments. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(vii) Taxable Reimbursements and In-Kind Benefits.

(A)	Any<br> reimbursements by the Company to the Employee of any eligible expenses under this Agreement<br> that are not excludable from the Employee’s income for Federal income tax purposes<br> (the “Taxable Reimbursements”) shall be made by no later than the earlier<br> of the date on which they would be paid under the Company’s normal policies and the<br> last day of the taxable year of the Employee following the year in which the expense was<br> incurred.
(B)	The<br> amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided<br> to the Employee, during any taxable year of the Employee shall not affect the expenses eligible<br> for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Employee<br> (except for any life-term or other aggregate limitation applicable to medical expenses).
(C)	The<br> right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation<br> or exchange for another benefit.
5.	NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS
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5.1	ACKNOWLEDGMENTS BY THE EMPLOYEE
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The Employee acknowledges that (a) in consideration for being employed during the Employment Period and as a part of his employment, Employee will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Company and its business; (c) because Employee possesses substantial technical and business expertise and skill with respect to the Company’s business, Employer desires to obtain exclusive ownership of each Employee Invention, Employee trade secrets, and the Parties agree that Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; Employer has required that Employee make the covenants in this Section 5 as a condition of Employee’s employment with the Company; and (e) the provisions of this Section 5 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide Employer with exclusive ownership of all Employee Inventions.

5.2	AGREEMENTS OF THE EMPLOYEE

In consideration of the compensation and benefits to be paid or provided to Employee by Employer under this Agreement, Employee covenants as follows:

(a) Confidentiality

(i) During and following the Employment Period, Employee will hold in confidence all Confidential Information and will not disclose it to any person except with the specific prior written consent of the Company or except as otherwise expressly permitted by the terms of this Agreement.

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(ii) Any trade secrets of the Company will be entitled to all of the protections and benefits under applicable law. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Employee hereby waives any requirement that Employer submits proof of the economic value of any trade secret or posts a bond or other security.

(iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that Employee demonstrates was or became generally available to the public other than as a result of a disclosure by Employee.

(iv) Employee will not remove from Employer’s premises (except to the extent such removal is for purposes of the performance of Employee’s duties at home or while traveling, or except as otherwise specifically authorized by Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the “ProprietaryItems”). Employee recognizes that, as between the Company and Employee, all of the Proprietary Items, whether or not developed by Employee, are the exclusive property of the Company. Upon termination of this Agreement by either party, or upon the request of Employer during the Employment Period, Employee will return to Employer all of the Proprietary Items in Employee’s possession or subject to Employee’s control, and Employee shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.

(v) Immunity From Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing**.** Employee shall not be held criminally or civilly liable under any U.S. Federal or State trade secret law for the disclosure of a trade secret that is made (i)(a) in confidence to a U.S. Federal, State or local government official, either directly or indirectly, or to an attorney, and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(vi) Use of Trade Secret Information in Anti-Retaliation Lawsuit**.** If Employee files a lawsuit against Company for retaliation by Company for reporting by Employee of a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding, if Employee (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

(b) Employee Inventions. Each Employee Invention will belong exclusively to Employer. The Employee acknowledges that all of Employee’s writing, works of authorship, specially commissioned works listed in Schedule 5.2(b), and other Employee Inventions are works made for hire and the property of Employer, including any copyrights, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, Employee hereby assigns to Employer all of Employee’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Employee Inventions. The Employee covenants that he will promptly:

(i) disclose to Employer in writing any Employee Invention;

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(ii) assign to Employer or to a party designated by Employer, at Employer’s request and without additional compensation, all of Employee’s rights to Employee Inventions for the United States and all foreign jurisdictions;

(iii) execute and deliver to Employer such applications, assignments, and other documents as Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions;

(iv) sign all other papers necessary to carry out the above obligations; and

(v) give testimony and render any other assistance but without expense to Employee in support of Employer’s rights to any Employee Invention.

5.3	DISPUTES OR CONTROVERSIES

The Employee recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by Employer, Employee, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing.

6.	NON-COMPETITION AND NON-INTERFERENCE
6.1	ACKNOWLEDGMENTS BY THE EMPLOYEE
---	---

The Employee acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual in character; (b) that Employee utilizes Company’s Confidential Information in the performance of his duties under this Agreement; (c) Employer competes with other businesses in the digital content management for local broadcaster space; and (d) the provisions of this Section 6 are reasonable and necessary to protect Employer’s business and will not result in any undue hardship to Employee.

6.2	PROTECTIVE COVENANTS OF THE EMPLOYEE

In consideration of the acknowledgments by Employee, and in consideration of the compensation and benefits to be paid or provided to Employee by Company and the Company allowing Employee to have access to Company’s Confidential Information, Employee covenants that he will not, directly or indirectly:

(a) during the Employment Period and for a period of one (1) year after termination of the Agreement engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee’s name or any similar name to, lend Employee’s credit to or render services or advice to, any esports business whose products or activities directly compete in whole or in material part with the products or activities of the Company in the esports field;

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(b) whether for Employee’s own account or for the account of any other person, at any time during the Employment Period and for one (1) year following termination of the Agreement, directly or indirectly solicit business of the same or similar type being carried on by the Company, from any person known by Employee to have been a customer, client, prime contractor, subcontractor or strategic partner of the Company during the Employment Period, where the Employee had personal contact with such person or entity, or learned of such person or entity, during and by reason of Employee’s employment with the Company and the revenue derived by the Company from such person or entity during the last twelve months of the Employment Period was in excess of US$50,000;

(c) whether for Employee’s own account or the account of any other person (i) at any time during the Employment Period and for one (1) year following termination of the Agreement, directly or indirectly solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who is or was an employee or contractor of the Company at any time during the Employment Period (or within the 24 months preceding the end of the Employment Period for post-employment restrictions) or in any manner directly or indirectly induce or attempt to induce any employee or contractor of Employer to terminate his employment or consultancy with the Company; or (ii) at any time during the Employment Period and for two (2) years following termination of the Agreement, directly or indirectly interfere with the Company’s relationship with any person, including any person who at any time during the Employment Period (or within the 24 months preceding the end of the Employment Period for post-employment restrictions) was an employee, contractor (prime or sub-), supplier, or customer of the Company; or

(d) at any time during or after the Employment Period, disparage the Company or any of its shareholders, directors, officers, employees, or agents. Similarly, the Company will ensure that at no time during or after the Employment Period will the Company’s officers or directors disparage the Employee.

If any covenant in this Section 6.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee. The Parties expressly agree to allow a court of competent jurisdiction revise or amend the provisions of Sections 5 and 6 of this Agreement to make them reasonable and enforceable if said court determines them to be overbroad.

If Employee violates one of the post-employment restrictions in this Agreement on which there is a specific time limitation, the time period for that restriction will be extended by one day for each day Employee violates it, up to a maximum extension equal to the length of time originally prescribed for the restriction, so as to give Company the full benefit of the bargained-for length of forbearance.

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| --- | | 7. | GENERAL PROVISIONS | | --- | --- | | 7.1 | INJUNCTIVE RELIEF AND ADDITIONAL REMEDY | | --- | --- |

Employee acknowledges that the injury that would be suffered by the Company as a result of a breach of the provisions of this Agreement (including any provision of Sections 5 and 6) would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights they may have, to seek injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement and will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s rights under this Section 7 or any other of their remedies, if Employee breaches any of the provisions of Section 5 or 6, the Company will have the right to cease making any payments otherwise due to Employee under this Agreement until such breach has been remedied or cured. Any and all of Company’s remedies for the breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any and all other remedies with respect to the subject matter hereof. Any and all of Company’s remedies for the breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any and all other remedies with respect to the subject matter hereof.

7.2	ESSENTIAL AND INDEPENDENT COVENANTS

The covenants by Employee in Sections 5 and 6 are essential elements of this Agreement, and without Employee’s agreement to comply with such covenants, Employer would not have entered into this Agreement or employed the Employee. Employer and Employee have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by Employer.

The Employee’s covenants in Sections 5 and 6 are independent covenants and the existence of any claim by Employee against Employer under this Agreement or otherwise or against Employer will not excuse Employee’s breach of any covenant in Section 5 or 6.

If Employee’s employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of Employee in Sections 5 and 6.

7.3	REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE

Employee represents and warrants to Employer that the execution and delivery by Employee of this Agreement do not, and the performance by Employee of Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Company; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.

7.4	WAIVER

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| --- | | 7.5 | BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED | | --- | --- |

This Agreement shall inure to the benefit of, and shall be binding upon (without any further action by Employee required), the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of Employee under this Agreement, being personal, may not be delegated.

7.6	NOTICES

7.7	ENTIRE AGREEMENT; AMENDMENTS

7.8	CHOICE OF LAW; FORUM; LEGAL FEES

This Agreement shall be construed according to the laws of the United States of America and the State of Georgia, without regard to its conflicts of laws principles. Both Parties hereby expressly consent to the personal jurisdiction of the State and Federal Courts located in the City of Atlanta in any legal action filed by either party arising from or related to this Agreement. In any legal action brought by either party to enforce the terms of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party the cost of such action, including reasonable attorneys’ fees.

7.9	SECTION HEADINGS; CONSTRUCTION

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| --- | | 7.10 | SEVERABILITY | | --- | --- |

7.11	COUNTERPARTS

7.12	TAXES

Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for payment of taxes and withholding as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold have been satisfied.

7.13	RIGHT TO CONSULT WITH COUNSEL; NO DRAFTING PARTY

The Employee acknowledges having read and considered all of the provisions of this Agreement carefully, and having had the opportunity to consult with counsel of his own choosing, and, given this, the Employee agrees that the obligations created hereby are not unreasonable. The Employee acknowledges that he has had an opportunity to negotiate any and all of these provisions and no rule of construction shall be used that would interpret any provision in favor of or against a party on the basis of who drafted the Agreement.

7.14	DAMAGES

Nothing contained herein shall be construed to prevent the Company or the Employee from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement.

7.15	WAIVER OF JURY TRIAL

THEEMPLOYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT THE EMPLOYEE MAY HAVE TO A TRIAL BY JURY IN RESPECT OFANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT, DOCUMENT OR INSTRUMENTCONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING STATEMENTS (WHETHER VERBAL OR WRITTEN)OR ACTIONS OF ANY PARTY HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7.16	THIRD PARTY BENEFICIARIES

[Signature Page Follows].

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written above.

GAMESQUARE HOLDINGS INC. (f/k/a ENGINE GAMING AND MEDIA, INC.)
By:	/s/ Justin Kenna
Name:	Justin<br> Kenna
Title:	Chief<br> Executive Officer
Accented<br> and Agreed:
---
/s/ Lou Schwartz
Lou<br> Schwartz

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SCHEDULE A COMPENSATION TERMS

The following schedule outlines the compensation opportunities for the Employee as defined in Article 3 of the Agreement. This schedule forms part of the entire Agreement.

Employment Agreement Compensation Terms
3.1<br> (a) Base Salary	US$500,000<br> per year
3.1<br> (b) Annual Performance Bonus	Employee<br> will be entitled to participate in any Company bonus plan that is in effect from time to<br> time, with performance measures and bonus amounts to be established by the Board of Directors.<br><br> <br><br><br> <br>Subject<br> to approval by the Board of Directors (and, thereafter, with modifications only made upon mutual agreement by Employee and the Board<br> of Directors, in writing), on the date the Company files its combined financial statements (the “Combined Financials”)<br> which include the calendar year ended December 31, 2023 (“Calendar Year 2023”), Employee shall be eligible to<br> receive a discretionary bonus in the amount of up to US$250,000, based on the achievement of performance metrics set forth below:
a)	US$62,500<br> upon the Company’s achievement of 50% growth in the gross revenue associated with Stream Hatchet and Sideqik in the period<br> beginning on the Effective Date and ending on the last day of Calendar Year 2023 (the “Applicable Period”) as<br> compared to the fiscal year ended August 31, 2022 (“Fiscal Year 2022”), prorated to account for the fact that<br> the Applicable Period is shorter than Fiscal Year 2022;
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b)	US$62,500<br> upon the Company’s achievement of net profitability of Stream Hatchet and Sideqik for the combined quarters ending June 30,<br> 2023 and December 31, 2023, inclusive of the proposed US$62,500 bonus to be awarded to Employee;
c)	US$31,250<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report gross revenue exceeding<br> US$80,000,000;
d)	US$31,250<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report gross revenue exceeding<br> US$90,000,000; and
e)	US$62,500<br> if the Combined Financials, as calculated in accordance with U.S. GAAP, for the Calendar Year 2023, report a net profit for the combined<br> results in any quarter during the Calendar Year 2023, inclusive of the proposed US$62,500 bonus to be awarded to Employee.
3.1<br> (c) Employee Incentive Plans	Employee<br> will be eligible to participate in the Company’s long term and other equity incentive plans generally made available to the<br> Company’s executives (Stock Options, RSUs, DSUs).
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Exhibit31.3

Certifications

I, Justin Kenna, certify that:

1.	I<br> have reviewed this Amendment No. 1 to Annual Report on Form 10-K of GameSquare Holdings, Inc.; and
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report.
Date:<br> April 30, 2024	By:	/s/ Justin Kenna
---	---	---
		Justin<br> Kenna
		Chief<br> Executive Officer
		(Principal Executive Officer)

Exhibit31.4

Certifications

I, Michael Munoz, certify that:

1.	I<br> have reviewed this Amendment No. 1 to Annual Report on Form 10-K of GameSquare Holdings, Inc.; and
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report.
Date:<br> April 30, 2024	By:	/s/ Michael Munoz
---	---	---
		Michael<br> Munoz
		Chief<br> Financial Officer
		(Principal Financial Officer)