Exhibit 10.1


 


FORM OF SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on October 24, 2021, by and between B. Riley Principal 150
Merger Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, concurrently with
the execution of this Subscription Agreement, the Company is entering into a definitive agreement with FaZe Clan Inc., a Delaware corporation
(“FaZe”), and the other parties thereto, providing for a business combination between the Company and FaZe (the “Merger
Agreement” and the transactions contemplated by the Merger Agreement, the “Transaction”);


 


WHEREAS, in connection with
the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the consummation of the Transaction,
that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”),
set forth on the signature page hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per
Share Price” and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the “Purchase
Price”), and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the
Purchase Price by or on behalf of Subscriber to the Company;


 


WHEREAS, on or about the date
of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription Agreements”
and together with the Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other
Subscribers” and together with Subscriber, the “Subscribers”), pursuant to which such Subscribers have agreed
to purchase on the closing date of the Transaction, inclusive of the Subscribed Shares, an aggregate amount of 11,800,000 shares of Class
A Common Stock, at the Per Share Price (the shares of the Other Subscribers, the “Other Subscribed Shares”) for an
aggregate purchase price, inclusive of the Purchase Price, of $118,000,000 (the “PIPE Transaction”); and


 


WHEREAS, B. Riley Principal
Investments, LLC has agreed to subscribe for and purchase, or cause its affiliates or designees to subscribe for and purchase, any portion
of the PIPE Transaction not purchased by the Subscribers, through execution of an Other Subscription Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


Section 1. Subscription.   Subject
to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby subscribes for and agrees to purchase from
the Company, and the Company hereby agrees to issue and sell to Subscriber, the Subscribed Shares (such subscription and issuance,
the “Subscription”).


 


Section 2. Closing.


 


(a) The
consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction
(the “Closing Date”), immediately prior to and conditioned upon the effectiveness of the consummation of the Transaction
and the terms and conditions of this Subscription Agreement.


 




     


     


    

 


(b) At
least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing
Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the
Company.   No later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, Subscriber
shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to
the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and
not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until
the Closing Date.   Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2,
the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens
or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber
(or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically
and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s
transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date.   


 


(c) Notwithstanding
Section 2(b), if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act
of 1940, as amended (the “Investment Company Act”), (2) that it is advised by an investment adviser subject to regulation
under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then,
in lieu of the settlement procedures in Section 2(b), the following shall apply: (i) no later than two (2) Business Days prior
to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably
requests in order for the Company to issue the Subscribed Shares, including, without limitation, the name of the person in whose name
the Subscribed Shares are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9
or W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price
for the Subscribed Shares, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Shares, on
the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Shares, free and clear of any liens or other restrictions
whatsoever (other than those arising under state or federal securities laws), in book entry form in the name of Subscriber (or its nominee
in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and a copy of the records of the
Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder
of the Subscribed Shares on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable
following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as
of the Closing Date), Subscriber shall deliver the Purchase Price by wire transfer of United States dollars in immediately available funds
to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts).


 


(d) In
the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified
in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event
later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by
Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries
shall be deemed cancelled.   Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing
Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied
or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section
6 herein, Subscriber shall remain obligated to redeliver funds to the Company following the Company’s delivery to Subscriber
of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the
Closing upon satisfaction of the conditions set forth in this Section 2.   For the purposes of this Subscription
Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in
New York, New York are required or authorized by law to be closed for business.


 




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(e) The
Closing shall be subject to the satisfaction, or valid waiver in writing by each of the parties hereto, of the conditions that, on the
Closing Date:


 


		(i)	all conditions precedent to the closing of the Transaction set forth in Article X of the Merger Agreement
shall have been satisfied (as determined by the parties to the Merger Agreement) or waived in writing by the person with the authority
to make such waiver (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction pursuant
to the Merger Agreement, but subject to the satisfaction of such conditions at such closing), and the closing of the Transaction shall
be scheduled to occur substantially concurrently with the Closing;



 


		(ii)	no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby
illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority
shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition; and



 


		(iii)	the shares of Class A Common Stock shall be approved for listing on the Nasdaq Stock Market (the “Stock
Exchange”) subject only to official notice of issuance and satisfaction of the requirement to have a sufficient number of round
lot holders.



 


(f) The
obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Company of
the additional conditions that, on the Closing Date:


 


		(i)	except as otherwise provided under Section 2(f)(ii), all representations and warranties of Subscriber
contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties
that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct in all
respects) at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier
date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and
warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct
in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the
representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date, but without
giving effect to consummation of the Transaction, or as of such earlier date, as applicable;



 


		(ii)	the representations and warranties of Subscriber contained in Section 4(w) of this Subscription
Agreement shall be true and correct at all times on or prior to the Closing Date, and consummation of the Closing shall constitute a reaffirmation
by Subscriber of such representations and warranties; and



 


		(iii)	Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.



 




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(g) The
obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by Subscriber of the
additional conditions that, on the Closing Date:


 


		(i)	all representations and warranties of the Company contained in this Subscription Agreement shall be true
and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material
Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing
Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation
and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality
or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such earlier
date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and
agreements of the Company contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of
the Transaction, or as of such earlier date, as applicable, except, in each case, where the failure of such representations and warranties
to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material
Adverse Effect; and



 


		(ii)	the Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the
Closing.



 


(h) Prior
to or at the Closing, Subscriber shall deliver to the Company all such other information as is reasonably requested in order for the Company
to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed
Shares are to be issued (or Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed
Internal Revenue Service Form W-9 or appropriate Form W-8.


 


Section 3. Company Representations
and Warranties.   The Company represents and warrants to Subscriber that:


 


(a) The
Company (i) is validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and
authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform
its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable,
is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business
or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii),
where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect.   For
purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence,
condition or effect with respect to the Company that, individually or in the aggregate, would reasonably be expected to materially impair
or materially delay the Company’s performance of its obligations under this Subscription Agreement, including the issuance and sale
of the Subscribed Shares.


 


(b) The
Subscribed Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with
the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable, free and clear of all liens or other
restrictions (other than those arising under this Subscription Agreement, the governing and organizational documents of the Company or
applicable securities laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under
the Company’s governing and organizational documents or the laws of the State of Delaware.


 




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(c) This
Subscription Agreement has been duly authorized, validly executed and delivered by the Company, and assuming the due authorization, execution
and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


(d) Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Subscription Agreement, the execution
and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares hereunder, the compliance by the Company with
all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject, (ii) the organizational documents of the Company, or (iii)
any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have
a Company Material Adverse Effect.


 


(e) Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Subscription Agreement, the Company
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization (including the Stock Exchange)
or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation,
the issuance of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration
Statement (as defined below) pursuant to Section 5 below, (iii) filings required by the Securities Act of 1933, as amended (the
“Securities Act”), Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
of United States Securities and Exchange Commission (the “Commission”), including the registration statement on Form
S-4 with respect to the Transaction and the proxy statement/prospectus included therein, (iv) filings required by the Stock Exchange,
including with respect to obtaining stockholder approval of the Transaction, (v) filings required to consummate the Transaction as provided
under the Merger Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable,
(vii) filings in connection with or as a result of the SEC Guidance (as defined below) and (viii) those the failure of which to obtain
would not have a Company Material Adverse Effect.


 


(f) Except
for such matters as have not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no (i) suit,
action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened
in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding
against the Company. For the avoidance of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters
arise from or relate to the SEC Guidance (as defined below).


 




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(g) Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration
under the Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the Subscribed Shares by the
Company to Subscriber.


 


(h) Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares. The Subscribed Shares are not being
offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities
laws.   Neither the Company nor any person acting on the Company’s behalf has, directly or indirectly, at any time
within the past six (6) months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances
that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection
with the offer and sale by the Company of the Subscribed Shares as contemplated hereby or the Other Subscribed Shares as contemplated
by the Other Subscription Agreements or (ii) cause the offering of the Subscribed Shares pursuant to this Subscription Agreement
or the Other Subscribed Shares pursuant to the Other Subscription Agreements to be integrated with prior offerings by the Company for
purposes of the Securities Act or any applicable stockholder approval provisions.   Neither the Company nor any person
acting on the Company’s behalf has offered or sold or will offer or sell any securities, or has taken or will take any other action,
which would reasonably be expected to subject the offer, issuance or sale of the Subscribed Shares or the Other Subscribed Shares, as
contemplated hereby, to the registration provisions of the Securities Act.


 


(i) No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3)
of the Securities Act is applicable.


 


(j) The
Company is in all material respects in compliance with, and has not received any written communication from a governmental entity that
alleges that the Company is not in compliance with, or is in default or violation of, the applicable provisions of (i) the Securities
Act, (ii) the Exchange Act, (iii) the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, (iv) the rules
and regulations of the Commission, and (v) the rules of the Stock Exchange, except, in each case, where such non-compliance, default,
or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For the avoidance
of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters arise from or relate to the SEC
Guidance (as defined below).


 


(k) The
Class A Common Stock is eligible for clearing through The Depository Trust Company (the “DTC”), through its Deposit/Withdrawal
At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect
to the Class A Common Stock.   The Company’s transfer agent is a participant in DTC’s Fast Automated Securities
Transfer Program.   The Class A Common Stock is not, and has not been at any time, subject to any DTC “chill,”
“freeze” or similar restriction with respect to any DTC services, including the clearing of shares of Class A Common Stock
through DTC.


 


(l) Except
for B. Riley Securities, Inc. (the “Placement Agent”), no broker or finder is entitled to any brokerage or finder’s
fee or commission solely in connection with the sale of the Subscribed Shares to Subscriber. The Company is solely responsible for the
payment of any fees, costs, expenses and commissions of the Placement Agent.


 




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(m) As
of their respective dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other document required
to be filed by the Company with the Commission prior to the date hereof (collectively, as amended and/or restated since the time of their
filing, the “SEC Documents”) complied in all material respects with the requirements of the Securities Act and the
Exchange Act, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, as of their respective
dates (or if amended, restated, or superseded by a filing prior to the closing of the Transaction, on the date of such filing), contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading.   The financial statements
of the Company included in the SEC Documents (or if amended, restated, or superseded by a filing prior to the closing of the Transaction,
on the date of such filing) comply in all material respects with applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position
of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, year-end audit adjustments, and such consolidated financial statements have been prepared in
conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)
(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes
required by GAAP). A copy of each SEC Document is available to each Subscriber via the Commission’s EDGAR system. There are no material
outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the Commission with respect
to any of the SEC Documents as of the date hereof. Notwithstanding the foregoing, this representation and warranty shall not apply to
any statement or information in the SEC Documents that relates to (i) the topics referenced in the Commission’s “Staff Statement
on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” on April 12, 2021 or (ii)
the classification of shares of the Company’s common stock as permanent or temporary equity, or any subsequent guidance, statements
or interpretations issued by the Commission or the staff of the Commission, including guidance, statements or interpretations relating
to the foregoing or to other accounting matters, including matters relating to initial public offering securities or expenses (collectively,
the “SEC Guidance”), and no correction, amendment or restatement of any of the Company’s SEC Documents due to
the SEC Guidance shall be deemed to be a breach of any representation or warranty by the Company.


 


(n) As
of the date hereof, the authorized share capital of the Company consists of 111,000,000 shares of stock, consisting of (i) 100,000,000
shares of Class A Common Stock, (ii) 10,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common
Stock” and together with the Class A Common Stock, the “Common Stock”), and (iii) 1,000,000 shares of preferred
stock, par value $0.0001 per share (“Preferred Stock”). As of the date hereof and prior to giving effect to the Transaction:
(i) 17,250,000 shares of Class A Common Stock were issued and outstanding; (ii) 5,750,000 warrants, each exercisable to purchase one share
of Class A Common Stock at an initial exercise price of $11.50 per share, and 173,333 private placement warrants, each exercisable to
purchase one share of Class A Common Stock at an initial exercise price of $11.50 per share (together “Warrants”),
were issued and outstanding; and (iii) no Common Stock was subject to issuance upon exercise of outstanding options.   All
(A) issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and
are not subject to preemptive or similar rights and (B) outstanding Warrants have been duly authorized and validly issued, are fully paid
and are not subject to preemptive or similar rights (each except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors generally and by the availability of equitable remedies). Except for wholly-owned subsidiaries
formed in connection with the Transaction, as set forth in the Merger Agreement, as of the date hereof, the Company has no subsidiaries
and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.   There
are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound
relating to the voting of any Common Stock or other equity interests in the Company, other than as contemplated by the Merger Agreement
or as described in the SEC Documents.   Except as described in the SEC Documents, there are no securities or instruments
issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered, and not fully waived
by the holder of such securities or instruments pursuant to a written agreement or consent, by the issuance of (i) the Subscribed Shares
or (ii) the shares to be issued pursuant to any Other Subscription Agreement.


 




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(o) The
issued and outstanding shares of Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed for
trading on the Stock Exchange under the symbol “BRPM” (it being understood that the trading symbol of the Class A Common Stock
will be changed in connection with the Closing). There is no suit, action, proceeding or investigation pending or, to the knowledge of
the Company, threatened against the Company by the Stock Exchange or the Commission with respect to any intention by such entity to deregister
the shares of Class A Common Stock or prohibit or terminate the listing of the shares of Class A Common Stock on the Stock Exchange.   The
Company has taken no action that is designed to terminate the registration of the shares of Class A Common Stock under the Exchange Act.


 


(p) The
Company is not, and immediately after receipt of payment for the Subscribed Shares and Other Subscribed Shares and consummation of the
Transaction, will not be, an “investment company” within the meaning of the Investment Company Act.


 


(q) The
Other Subscription Agreements reflect the same Per Share Price and terms that are not materially more favorable to any Other Subscriber
than the terms of this Subscription Agreement are to Subscriber, other than representations, warranties and terms particular to the regulatory
requirements of such investor or its affiliates or related funds. The Other Subscription Agreements have not been amended or waived in
any material respect following the date of this Subscription Agreement in a manner that would reasonably be expected to materially and
adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement. The Company
shall not release any Other Subscriber under any Other Subscription Agreement from any of its obligations thereunder or any other agreements
with any Other Subscriber, unless it offers the same release to the Subscriber.   


 


Section 4. Subscriber
Representations and Warranties.   Subscriber represents and warrants to the Company that:


 


(a) If
Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction
of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Subscription
Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations
under this Subscription Agreement.


 


(b) If
Subscriber is an entity, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber
is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute this Subscription
Agreement. Assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute
the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability
of equitable remedies.


 


(c) The
execution, delivery, and performance of this Subscription Agreement, the purchase of the Subscribed Shares hereunder, the compliance by
Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will
not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of
(i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party
or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal entity,
the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental
agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that in the case of clauses (i)
and (iii), would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions
contemplated hereby, including the purchase of the Subscribed Shares.


 




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(d) Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), an institutional “accredited
investor” (within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or an “accredited investor”
(within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Annex A hereto,
(ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber is subscribing for
the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a)
under the Securities Act) and Subscriber has sole investment discretion with respect to each such account, and the full power and authority
to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring
the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act (and has provided the Company with the requested information on Annex A following the signature page hereto). Subscriber is
not an entity formed for the specific purpose of acquiring the Subscribed Shares.


 


(e) Subscriber
acknowledges and agrees that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act and that the Company is not required
to register the Subscribed Shares except as set forth in Section 5 of this Subscription Agreement.   Subscriber
acknowledges and agrees that the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber
absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) pursuant
to an applicable exemption from the registration requirements of the Securities Act, (including without limitation a private resale pursuant
to so called “Section 4(a)11⁄2”), or (iii) an ordinary course pledge such as a broker lien over account property generally,
and, in each of clauses (i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United
States, and that any certificates or account entries representing the Subscribed Shares shall contain a restrictive legend to such effect.
Subscriber acknowledges and agrees that the Subscribed Shares will be subject to these securities law transfer restrictions, and as a
result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the
Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period of
time.   Subscriber acknowledges and agrees that the Subscribed Shares will not be immediately eligible for offer, resale,
transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least
one year following the filing of certain required information with the Commission after the Closing Date. Subscriber acknowledges and
agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed
Shares.


 


(f) Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company.   Subscriber further
acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants
or agreements made to Subscriber by the Company, FaZe or its subsidiaries (collectively, the “Acquired Companies”),
the Placement Agent, any of its or their respective affiliates or any control persons, officers, directors, employees, partners, agents
or representatives, any other party to the Transaction or any other person or entity, expressly or by implication, other than those representations,
warranties, covenants and agreements of the Company set forth in this Subscription Agreement. Subscriber acknowledges that no disclosure
or offering document provided to or reviewed by Subscriber in connection with the Subscription has been prepared by the Placement Agent.


 




    9


     


    

 


(g) In
making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon an independent investigation made by Subscriber
and the Company’s representations in Section 3 of this Subscription Agreement. Subscriber has not relied on any statements
or other information provided by the Placement Agent concerning the Company, the Subscribed Shares, or the Subscription. Subscriber acknowledges
and agrees that Subscriber has had access to, has received, and has had an adequate opportunity to review, such information as Subscriber
deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the Company,
the Acquired Companies and the Transaction, and Subscriber has made its own assessment and is satisfied concerning the relevant financial,
tax and other economic considerations relevant to Subscriber’s investment in the Subscribed Shares. Without limiting the generality
of the foregoing, Subscriber acknowledges that it has reviewed the Company’s filings with the Commission. Subscriber represents
and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions,
receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary
to make an investment decision with respect to the Subscribed Shares, including but not limited to information concerning the Company,
the Acquired Companies, the Merger Agreement, and the Subscription.


 


(h) Subscriber
acknowledges that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions
and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks
and uncertainties that could cause actual results to differ materially from those contained in the projections. Subscriber acknowledges
that such information and projections were prepared without the participation of the Placement Agent and that the Placement Agent does
not assume responsibility for independent verification of, or the accuracy or completeness of, such information and projections. Subscriber
further acknowledges that the information provided to Subscriber was preliminary and subject to change, including in the registration
statement and the proxy statement/prospectus that the Company intends to file with the Commission (which will include substantial additional
information about the Company, Acquired Companies and the Transaction and will update and supersede the information previously provided
to Subscriber).


 


(i) Subscriber
acknowledges and agrees that none of the Acquired Companies or the Placement Agent nor its or their respective affiliates or any of such
person’s or its or their respective affiliates’ control persons, officers, directors, partners, members, managing members,
managers, agents, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”)
has provided Subscriber with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary
or desired.   None of the Acquired Companies, the Placement Agent or any of their respective affiliates or Representatives
has made or makes any representation as to the Company or the Acquired Companies or the quality or value of the Subscribed Shares. The
Placement Agent and its directors, officers, employees, representatives, and controlling persons have made no independent investigation
with respect to the Company, the Subscribed Shares, or the accuracy, completeness, or adequacy of any information supplied to Subscriber
by the Company or on its behalf.


 


(j) In
connection with Subscriber’s investment decision and issuance of the Subscribed Shares to Subscriber, neither the Placement Agent
nor any its affiliates has acted as a financial advisor or fiduciary to Subscriber.


 




    10


     


    

 


(k) Subscriber
acknowledges that (i) the Company and the Placement Agent currently have, and later may come into possession of, information regarding
the Company that is not known to Subscriber and that may be material to enter into this Subscription Agreement (“Excluded Information”),
(ii) Subscriber has determined to enter into this Subscription Agreement to purchase the Subscribed Shares notwithstanding Subscriber’s
lack of knowledge of the Excluded Information, and (iii) none of the Company, the Acquired Companies, and the Placement Agent shall have
liability to Subscriber, and Subscriber hereby waives and releases any claims Subscriber may have against the Company, the Acquired Companies
and the Placement Agent, to the maximum extent permitted by law, with respect to the nondisclosure of the Excluded Information.


 


(l) Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the Company or by means
of contact from the Placement Agent, and the Subscribed Shares were offered to Subscriber solely by direct contact between Subscriber
and the Company or its affiliates.   Subscriber did not become aware of this offering of the Subscribed Shares, nor were
the Subscribed Shares offered to Subscriber, by any other means.   Subscriber acknowledges that the Subscribed Shares (i)
were not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act)
and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act,
or any state securities laws.


 


(m) Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including
those set forth in the SEC Documents.   Subscriber has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity to
seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment
decision. Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c) or an “accredited investor” as defined
in Rule 501(a) under the Securities Act, (ii) is a sophisticated investor, experienced in investing in private equity transactions and
capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving
a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Subscribed
Shares.   


 


(n) Subscriber
has analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed Shares are a
suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of
a total loss of Subscriber’s investment in the Company.   Subscriber acknowledges specifically that a possibility
of total loss exists.


 


(o) Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares
or made any findings or determination as to the fairness of this investment.


 


(p) Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the
United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program,
(ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing
banking services indirectly to a non-U.S. shell bank.   Subscriber agrees to provide law enforcement agencies, if requested
thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law.   If
Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively with
the BSA, the “BSA/PATRIOT Act”), such Subscriber maintains policies and procedures reasonably designed to comply with
applicable obligations under the BSA/PATRIOT Act.   To the extent required by applicable law, Subscriber maintains policies
and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List.   To
the extent required by applicable law, Subscriber maintains policies and procedures reasonably designed to ensure that the funds held
by Subscriber and used to purchase the Subscribed Shares were legally derived.


 




    11


     


    

 


(q) No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have
a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase
and sale of Subscribed Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory
under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and
after the Closing as a result of the purchase and sale of Subscribed Shares hereunder.


 


(r) If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”) or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA),
a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is
not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations
that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions
of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) it has not relied on the Company or any of its affiliates
(the “Transaction Parties”) for investment advice or as the Plan’s fiduciary with respect to its decision to
acquire and hold the Subscribed Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary
with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares and (ii) the acquisition and holding of the
Subscribed Shares will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.


 


(s) Subscriber
has or has commitments to have and, when required to deliver payment pursuant to Section 2, Subscriber will have sufficient funds
to pay the Purchase Price pursuant to Section 2.


 


(t) Subscriber
acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm
or corporation (including, without limitation, the Company, the Acquired Companies, the Placement Agent, or any of their respective affiliates
or Representatives), other than the representations and warranties of the Company contained in Section 3 of this Subscription Agreement,
in making its investment or decision to invest in the Company.   Subscriber agrees that none of (i) any Other Subscriber
pursuant to an Other Subscription Agreement or any other agreement related to the private placement of shares of Common Stock (including
the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) nor (ii) the Company, the Acquired
Companies or any of their respective affiliates or Representatives, shall be liable (including, without limitation, for or with respect
to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by Subscriber,
the Company or any other person or entity), whether in contract, tort or otherwise, or have any liability or obligation to Subscriber
or any Other Subscriber, or any person claiming through Subscriber or any Other Subscriber, pursuant to this Subscription Agreement or
related to the private placement of the Subscribed Shares, the negotiation hereof or the subject matter hereof, or the transactions contemplated
hereby, for any action heretofore or hereafter taken or omitted to be taken by any of the foregoing in connection with the purchase of
the Subscribed Shares.


 


(u) No
broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by Subscriber solely in connection with the
sale of the Subscribed Shares to Subscriber.


 




    12


     


    

 


(v) At
all times on or prior to the Closing Date, Subscriber has no binding commitment to dispose of, or otherwise transfer (directly or indirectly),
any of the Subscribed Shares.


 


(w) Subscriber
hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with Subscriber, shall,
directly or indirectly, engage in any hedging activities or execute any Short Sales with respect to the securities of the Company prior
to the Closing or the earlier termination of this Subscription Agreement in accordance with its terms. “Short Sales” shall
include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types
of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other
transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, nothing in this Section 4(w)
shall restrict Subscriber’s ability to maintain bona fide hedging positions in respect of the Warrants held by Subscriber as of
the date hereof. The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed Shares may
be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant to an
available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration
statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Subscribed Shares
shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company nor its
counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing
any such lender of such margin agreement with an acknowledgment that the Subscribed Shares are not subject to any contractual lock up
or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by the Company in all respects.


 


(x) Except
as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by Subscriber with the Commission with respect
to the beneficial ownership of the Company’s outstanding securities prior to the date hereof, Subscriber is not currently (and at
all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding
or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


(y) Subscriber
will not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in the Company as a result of the purchase and sale of
the Subscribed Shares.


 


(z) Subscriber
acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to the
Company.


 


(aa) Subscriber acknowledges
and is aware that the Placement Agent is an affiliate of the Company. Subscriber further acknowledges that the Placement Agent acted as
book-running manager and representative of the underwriters of the Company’s initial public offering and was paid cash underwriting
commissions equal to 2% of the gross proceeds of the initial public offering (or $3.45 million), and that B. Riley Principal 150 Sponsor
Co., LLC and certain officers and directors of the Company are affiliates of the Placement Agent, and hereby waives any claims it may
have solely based on any actual, potential, or perceived conflict of interest or similar claim relating to or arising from the Placement
Agent acting as financial advisor to the Company in connection with the Transaction.


 


(bb) Subscriber acknowledges
that any restatement, revision, correction or other modification of the SEC Documents to the extent resulting from the SEC Guidance shall
not constitute a breach by the Company of this Subscription Agreement.


 




    13


     


    

 


Section 5. Registration
of Subscribed Shares.


 


(a) The
Company agrees that, within forty-five (45) calendar days following the Closing Date, the Company will file with the Commission (at the
Company’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares (the “Registration
Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date
(the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred five
(105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission;
provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days
after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the
Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline
shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations
due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains
closed for.   Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to
Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing
Date”).   Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement,
Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests
that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw
from the Registration Statement upon its prompt written request to the Company.   Notwithstanding the foregoing, if the
Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due
to limitations on the use of Rule 415 of the Securities Act for the resale of the Subscribed Shares by the applicable stockholders or
otherwise, such Registration Statement shall register for resale such number of Subscribed Shares which is equal to the maximum number
of Subscribed Shares as is permitted by the Commission.   In such event, the number of Subscribed Shares or other shares
to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders
and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company
shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement
shall also be deemed to be a “Registration Statement” hereunder) to register such additional Subscribed Shares and cause such
amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later
than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”);
provided, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing
of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission;
provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days
after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration
Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such
day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be
extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due
to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains
closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline
shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section
5.


 




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(b) The
Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of
a Registration Statement, the Company will use its commercially reasonable efforts to cause such Registration Statement to remain effective
with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement
to the related prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earliest
to occur of (i) two (2) years from the effective date of the Registration Statement, (ii) the date on which Subscriber ceases to hold
any Subscribed Shares issued pursuant to this Subscription Agreement and (iii) the first date on which Subscriber can sell all of its
Subscribed Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities
Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the
Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (the
earliest of clauses (i), (ii), and (iii), the “End Date”). Prior to the End Date, the Company will use commercially
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably
practicable; file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber to resell Subscribed
Shares pursuant to the Registration Statement; qualify the Subscribed Shares for listing on the applicable stock exchange on which the
Company’s Common Stock is then listed and update or amend the Registration Statement as necessary to include Subscribed Shares.   The
Company will use its commercially reasonable efforts to (A) for so long as Subscriber holds Subscribed Shares, make and keep public information
available (as those terms are understood and defined in Rule 144) and file with the Commission in a timely manner all reports and other
documents required of the Company under the Exchange Act so long as the Company remains subject to such requirements to enable Subscriber
to resell the Subscribed Shares pursuant to Rule 144, (B) at the reasonable request of Subscriber, deliver all the necessary documentation
to cause the Company’s transfer agent to remove all restrictive legends from any Subscribed Shares being sold under the Registration
Statement or pursuant to Rule 144 at the time of sale of the Subscribed Shares, or that may be sold by Subscriber without restriction
under Rule 144, including without limitation, any volume and manner of sale restrictions, and (C) cause its legal counsel to deliver to
the transfer agent the necessary legal opinions required by the transfer agent, if any, in connection with the instruction under clause
(B) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and in
a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with
Rule 13d-3 of the Exchange Act, of Subscribed Shares to the Company (or its successor) upon reasonable request to assist the Company in
making the determination described above.


 




    15


     


    

 


(c) The
Company’s obligations to include the Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing in
writing to the Company a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber,
the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares as shall be reasonably
requested by the Company to effect the registration of the Subscribed Shares, and Subscriber shall execute such documents in connection
with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) during
any customary blackout or similar period or as permitted hereunder and (ii) as may be necessary in connection with the preparation and
filing of a post-effective amendment to the Registration Statement following the filing of the Company’s Annual Report on Form 10-K
for its first completed fiscal year following the effective date of the Registration Statement; provided, that the Company shall
request such information from Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior to the
anticipated Filing Date.   In the case of the registration effected by the Company pursuant to this Subscription Agreement,
the Company shall, upon reasonable request, inform Subscriber as to the status of such registration.   Subscriber shall
not be entitled to use the Registration Statement for an underwritten offering of Subscribed Shares.   Notwithstanding
anything to the contrary contained herein, the Company may delay or postpone filing of such Registration Statement, and from time to time
require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement
if (A) it determines in good faith that in order for the registration statement to not contain a material misstatement or omission, an
amendment thereto would be needed, (B) such filing or use would reasonably be expected to materially affect a bona fide business or financing
transaction of the Company or would reasonably be expected to require premature disclosure of information that would materially adversely
affect the Company, (C) in the good faith judgment of the majority of the members of the Company’s board of directors, such filing
or effectiveness or use of such Registration Statement would be seriously detrimental to the Company, or (D) the majority of the board
determines to delay the filing or initial effectiveness of, or suspend use of, a Registration Statement and such delay or suspension arises
out of, or is a result of, or is related to or is in connection with the SEC Guidance or future Commission guidance directed at special
purpose acquisition companies, or any related disclosure or related matters (each such circumstance, a “Suspension Event”);
provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more
than sixty (60) consecutive days or more than one hundred twenty (120) total calendar days, or more than three (3) times in any three
hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such registration statement available
for the sale by Subscriber of such securities as soon as practicable thereafter.


 


(d) Upon
receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company)
of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or
the initiation of any proceedings for such purpose, which notice shall be given no later than three (3) Business Days from the date of
such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall be given no later
than three (3) Business Days from the date of such Suspension Event,   or (iii) or if as a result of a Suspension Event
the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in
the case of the prospectus) not misleading, Subscriber agrees that (1) it will immediately discontinue offers and sales of the Subscribed
Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber
receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s)
or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified
by the Company that it may resume such offers and sales and (2) it will maintain the confidentiality of any information included in such
written notice delivered by the Company unless otherwise required by law, subpoena or regulatory request or requirement.   If
so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s sole discretion destroy, all copies of the
prospectus covering the Subscribed Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy
all copies of the prospectus covering the Subscribed Shares shall not apply (w) to the extent Subscriber is required to retain a copy
of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance
with a bona fide pre-existing document retention policy or (x) to copies stored electronically on archival servers as a result of automatic
data back-up.


 


(e) For
purposes of this Section 5 of this Subscription Agreement, (i) “Subscribed Shares” shall mean, as of any date
of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued
or issuable with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, or
replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have
been duly assigned.


 




    16


     


    

 


(f) The
Company shall indemnify and hold harmless Subscriber (to the extent Subscriber is a seller under the Registration Statement), the officers,
directors, members, managers, partners, agents and employees of Subscriber, each person who controls Subscriber (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, managers, partners, agents and
employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees) and expenses (collectively,
“Losses”) that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained
in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements,
alleged untrue statements, omissions or alleged omissions are (1) based upon information regarding Subscriber furnished in writing to
the Company by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or
(2) result from or in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 5(d) or
(ii) any material violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law or any
rule or regulation thereunder, in connection with its obligations under this Section 5. Notwithstanding the forgoing, the Company’s
indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without
the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). Upon the request of Subscriber,
the Company shall provide Subscriber with an update on any threatened or asserted proceedings arising from or in connection with the transactions
contemplated by this Section 5 of which the Company receives notice in writing.


 


(g) Subscriber
shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, indemnify and
hold harmless the Company, its directors, officers, members, managers, partners, agents and employees, each person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, managers,
partners, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses
arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus
included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements,
omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by or on behalf of
Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the
net proceeds received by Subscriber upon the sale of the Subscribed Shares giving rise to such indemnification obligation. Notwithstanding
the forgoing, Subscriber’s indemnification obligation shall not apply to amounts paid in settlement of any Losses or action if such
settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld or delayed).


 




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(h) Any
person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement), which settlement shall not include a statement or admission of fault and culpability on the part of such indemnified
party, and which settlement shall include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


(i) The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of the Subscribed Shares pursuant to this Subscription Agreement.


 


(j) If
the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute
to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided,
however, that the liability of Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of Subscribed
Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information
supplied by (or not supplied by, in the case of an omission), or on behalf of such indemnifying party or indemnified party, and the indemnifying
party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth
in this Section 5, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Section 5(j) from any person or entity who was not guilty of such fraudulent misrepresentation.
Notwithstanding anything to the contrary herein, in no event will any party be liable for punitive damages in connection with this Subscription
Agreement or the transactions contemplated hereby.


 


Section 6. Termination.   This
Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder
shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date
and time as the Merger Agreement is terminated in accordance with its terms, (b) the mutual written agreement of the parties hereto to
terminate this Subscription Agreement, with the prior written consent of FaZe, and (c) 5:00 p.m. New York City time on July 25, 2022,
if the Closing has not occurred by such date other than as a breach of Subscriber’s obligations hereunder; provided, that
nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will
be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach.   The
Company shall notify Subscriber of the termination of the Merger Agreement promptly after the termination thereof.   Upon
the termination hereof in accordance with this Section 6, any monies paid by Subscriber to the Company in connection herewith shall
promptly (and in any event within one (1) Business Day) be returned in full to Subscriber by wire transfer of U.S. dollars in immediately
available funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding, charges or set-off,
whether or not the Transaction shall have been consummated.


 




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Section 7. Trust Account
Waiver.   Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial
public offering   (the “IPO”) dated February 18, 2021 available at www.sec.gov, the Company has established
a trust account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders
and certain other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company
may disburse monies from the Trust Account only to (x) its public stockholders in the event they elect to have their shares of Class A
Common Stock redeemed for cash in connection with the consummation of the Company’s initial business combination, an amendment to
its certificate of incorporation to extend the deadline by which the Company must consummate its initial business combination, or the
Company’s failure to consummate an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z)
the Company after or concurrently with the consummation of its initial business combination.   For and in consideration
of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Subscriber, on behalf of itself and its affiliates, hereby (a) agrees that it does not now and shall not
at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not
make any claim against the Trust Account, arising out or as a result of, in connection with or relating in any way to this Subscription
Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and
all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released
Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Subscription Agreement,
and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Subscription
Agreement. Subscriber acknowledges and agrees that such irrevocable waiver is a material inducement to the Company to enter into this
Subscription Agreement, and further intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance
with applicable law. To the extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising
out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against
the Company or its Representatives, Subscriber hereby acknowledges and agrees that its sole remedy shall be against funds held outside
of the Trust Account and that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf or in lieu of
Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Nothing
in this Section 7 shall be deemed to limit Subscriber’s right to distributions from the Trust Account in accordance with
the Company’s certificate of incorporation in respect of any redemptions by Subscriber in respect of Class A Common Stock acquired
by any means other than pursuant to this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary,
the provisions of this Section 7 shall survive termination of this Subscription Agreement.


 






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Section 8. Miscellaneous.


 


(a) All
notices, requests, demands, claims, and other communications hereunder shall be in writing.   Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior
to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business Day
or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent to the recipient via overnight mail
by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address
specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given
in accordance with this Section 8(a).   A courtesy electronic copy of any notice sent by methods (i), (iii), or
(iv) above shall also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable signature
page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) Subscriber
acknowledges that the Company, the Placement Agent and others, including after the Closing, FaZe, will rely on the acknowledgments, understandings,
agreements, representations and warranties of Subscriber contained in this Subscription Agreement; provided, however, that the foregoing
clause of this Section 8(b) shall not give the Company, the Placement Agent, or FaZe any rights other than those expressly set
forth herein. Prior to the Closing, Subscriber agrees to promptly notify the Company and the Placement Agent if it becomes aware that
any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate
in all material respects.   The Company acknowledges that Subscriber, the Placement Agent, and the Acquired Companies will
rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.   Prior
to the Closing, the Company agrees to promptly notify Subscriber, the Placement Agent, and the Acquired Companies if it becomes aware
that any of the acknowledgments, understandings, agreements, representations and warranties of the Company set forth herein are no longer
accurate in all material respects.   


 


(c) The
Placement Agent shall not be liable to Subscriber, whether in contract, tort, under the federal or state securities laws, or otherwise,
for any action taken or omitted to be taken by the Placement Agent in connection with the Subscription. Subscriber, on behalf of itself
and its affiliates, (i) hereby releases the Placement Agent in respect of any losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses, or disbursements related to the Subscription and (ii) shall not commence any litigation or bring
any claim against the Placement Agent in any court or any other forum which relates to, may arise out of, or is in connection with, the
Subscription, except to the extent that any loss, claim, damage, or liability is found in a final judgment by a court of competent jurisdiction
to have resulted from the willful misconduct, fraud, bad faith, or gross negligence of the Placement Agent or any of its directors, officers,
employees representatives or controlling persons. Subscriber agrees that the foregoing release and waiver is given freely and after obtaining
independent legal advice and understands such release and waiver to be valid, binding, and enforceable against Subscriber in accordance
with applicable law.


 


(d) Each
of the Company, the Placement Agent and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to
any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


(e) Each
party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


(f) Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder
and the rights set forth in Section 5) may be transferred or assigned by Subscriber.   Neither this Subscription
Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned by the Company without the prior written
consent of Subscriber and FaZe, other than in connection with the Transaction.   Notwithstanding the foregoing, Subscriber
may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds
or accounts managed or advised by the investment manager who acts on behalf of Subscriber) upon written notice to the Company and FaZe
or, with the Company’s and FaZe’s prior written consent, to another person; provided, that in the case of any such
assignment, the assignee(s) shall become a Subscriber hereunder and have the rights and obligations and be deemed to make the representations
and warranties of Subscriber provided for herein to the extent of such assignment and provided further that no such assignment
shall relieve the assigning Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless the
Company and FaZe has each given its prior written consent to such relief.


 




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(g) All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(h) The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares and to register the Subscribed Shares for resale, and Subscriber shall promptly provide
such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies
and procedures; provided, that the Company agrees to keep any such information provided by Subscriber confidential, except (A)
as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws, rules
or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange. Subscriber
acknowledges that the Company may file a form of this Subscription Agreement with the Commission as an exhibit to a current or periodic
report of the Company or a registration statement of the Company.


 


(i) This
Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto
and FaZe.


 


(j) This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and
warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


(k) Except
as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.   Except as set forth in Section 4, Section 5, Section 6, Section
8(b), Section 8(d), Section 8(f), Section 8(i) and this Section 8(k) with respect to the persons specifically
referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto,
and their respective successors and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries
of this Subscription Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable
provisions.


 


(l) Each
of the Company and Subscriber acknowledge that the Placement Agent is a third-party beneficiary of the representations and warranties
of Subscriber and of the Company contained in this Subscription Agreement.


 


(m) The
parties hereto acknowledge and agree that (i) this Subscription Agreement is being entered into in order to induce the Company to execute
and deliver the Merger Agreement and (ii) irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies
would not be an adequate remedy for such damage.   It is accordingly agreed that the parties shall be entitled to equitable
relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement
and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which
such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company
shall be entitled to specifically enforce Subscriber’s obligations to fund the Subscription and the provisions of the Subscription
Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree:
(x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that
a remedy of specific enforcement pursuant to this Section 8(m) is unenforceable, invalid, contrary to applicable law or inequitable
for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would
be adequate.


 




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(n) If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect.


 


(o) No
failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing
between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party.   No single or
partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder.   The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies.   No notice to or demand on a party not expressly required
under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further
action in any circumstances without such notice or demand.


 


(p) This
Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other electronic
submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.   All
counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(q) This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the
principles of conflicts of laws that would otherwise require the application of the law of any other state.


 


(r) EACH
PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.   THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.   WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT
THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF.   THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 




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(s) The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be
brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware
(or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within
the State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction over a particular
matter, any state court within the State of Delaware) (collectively the “Designated Courts”).   Each
party hereby consents and submits to the exclusive jurisdiction of the Designated Courts.   No legal action, suit or proceeding
with respect to this Subscription Agreement may be brought in any other forum.   Each party hereby irrevocably waives all
claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit,
action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding
brought in the Designated Courts has been brought in an improper or inconvenient forum or venue.   Each of the parties
also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 8(a) of this
Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to
any matters to which the parties have submitted to jurisdiction as set forth above.


 


(t) This
Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of,
or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought
against the entities that are expressly named as parties hereto.   


 


(u) The
Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement,
file with the Commission a Current Report on Form 8-K (the “Disclosure Document”) disclosing all material terms of
this Subscription Agreement and the Other Subscription Agreements and the transactions contemplated hereby and thereby, the Transaction
and any other material, nonpublic information that the Company has provided to Subscriber or any of Subscriber’s affiliates, attorneys,
agents or representatives at any time prior to the filing of the Disclosure Document and including as exhibits to the Disclosure Document,
the form of this Subscription Agreement and the Other Subscription Agreement (in each case, without redaction). Upon the issuance of the
Disclosure Document, to the Company’s knowledge, Subscriber and Subscriber’s affiliates, attorneys, agents and representatives
shall not be in possession of any material, non-public information received from the Company or any of its affiliates, officers, directors,
or employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any agreement, whether
written or oral, with the Company, the Placement Agent, or any of their respective affiliates.   Notwithstanding anything
in this Subscription Agreement to the contrary, the Company (i) shall not publicly disclose the name of Subscriber or any of its affiliates
or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release, without the prior written consent
of Subscriber and (ii) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of
Subscriber or any of its affiliates or advisers in any filing with the Commission or any regulatory agency or trading market, without
the prior written consent of Subscriber, except (A) as required by the federal securities laws, rules or regulations and (B) to the extent
such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or
under the regulations of the Stock Exchange, in which case of clause (A) or (B), the Company shall provide Subscriber with prior written
notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure.   Subscriber
will promptly provide any information reasonably requested by the Company for any regulatory application or filing made or approval sought
in connection with the Transaction (including filings with the Commission).


 


(v) If
any change in the Class A Common Stock shall occur between the date of this Subscription Agreement and the Closing by reason of any reclassification,
recapitalization, stock split, reverse stock split, combination, exchange, or readjustment of shares, or any stock dividend, the number
of Subscribed Shares issued to Subscriber hereunder shall be appropriately adjusted to reflect such change.


 




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(w) The
obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or
any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of
the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription
Agreements.   The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been
made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise)
or prospects of the Company, FaZe or any of their respective affiliates or subsidiaries which may have been made or given by any Other
Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or
employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information,
materials, statements or opinions.   Nothing contained herein or in any Other Subscription Agreement, and no action taken
by Subscriber or Other Subscriber or other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other
Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that Subscriber and any Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements.   Subscriber acknowledges
that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber
will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under
this Subscription Agreement.   Subscriber shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor
to be joined as an additional party in any proceeding for such purpose.


 


(x) The
headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit or
affect any of the provisions hereof.   The language used in this Subscription Agreement will be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party.   Unless
the context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained
in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the
meaning assigned to it in accordance with GAAP, (iii) words in the singular or plural include the singular and plural and pronouns stated
in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including”
in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive.


 


(y) The
Company shall be responsible for paying all present or future stamp, court or documentary, intangible, recording, filing or similar taxes
that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise with respect
to, this Subscription Agreement.


 


[Signature pages follow.]


 




    24


     


    

 


IN WITNESS WHEREOF,
the Company has accepted this Subscription Agreement as of the date first set forth above.


 


	 	B. RILEY PRINCIPAL 150 MERGER CORP.
	 	 	 
	 	By:	 /s/ Daniel Shribman
	 	Name: 	Daniel Shribman
	 	Title:	Chief Executive Officer and Chief Financial Officer



 


	 	Address for Notices:
	 	 
	 	299 Park Avenue
	 	21st Floor
	 	New York, NY 10171
	 	Attention:	Daniel Shribman
	 	 	Mandy Lindly
	 	Email:	dshribman@brileyfin.com
	 	 	mlindly@brileyfin.com



 


	 	with a copy (not to constitute notice) to:
	 	 
	 	White & Case LLP
	 	1221 Avenue of the Americas
	 	New York, New York 10020
	 	Attention: 	Elliott Smith
	 	 	Gary R. Silverman
	 	 	Morgan Hollins
	 	Email:	elliott.smith@whitecase.com
	 	 	gary.silverman@whitecase.com
	 	 	morgan.hollins@whitecase.com



 


[Signature Page to Subscription Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, Subscriber has executed
or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.


 


	Name of Subscriber:	 	State/Country of Formation or Domicile:
	 	 	 
	By:	 	 	 
	Name: 	 	 	 
	Title: 	 	 	 
	 	 	 	 
	Name in which Subscribed Shares are to be registered (if different):	 	Date:	________, 2021
	 	 	 	 
	Subscriber’s EIN:	 	 
	 	 	 
	Entity Type (e.g., corporation, partnership, trust, etc.):	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	Attn:	 	 	Attn:	
	 	 	 	 	 
	Telephone No.:	 	Telephone No.:
	 	 	 
	Email for notices:	 	Email for notices (if different):
	 	 	 
	Number of Shares of Class A Common Stock subscribed for:	 	 
	 	 	 
	Aggregate Purchase Price: $	 	Price Per Share: $10.00



 


[Signature Page to Subscription Agreement]


 




     


     


    

 


Annex
A



ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


		1.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)



 


		☐	Subscriber is a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act) (a “QIB”)



 


		☐	We are subscribing for the Subscribed Shares as a fiduciary
or agent for one or more investor accounts, and each owner of such account is a QIB.



 


**OR**


 


		2.	ACCREDITED INVESTOR STATUS (Please check the box)



 


		☐	 Subscriber is an “accredited investor”
(within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors
within the meaning of Rule 501(a) under the Securities Act, and has marked and initialed the appropriate box below indicating the provision
under which it qualifies as an “accredited investor.”



 


**AND**


 


		3.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


		☐	is:



 


		☐	is not:



 


an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant part,
states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the
issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person.   Subscriber
has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber and under which
Subscriber accordingly qualifies as an “accredited investor.”


 


		☐	Any bank, registered broker or dealer, insurance company,
registered investment company, business development company, small business investment company, private business development company,
or rural business investment company;



 


		☐	Any investment adviser registered pursuant to section 203
of the Investment Advisers Act or registered pursuant to the laws of a state;



 


		☐	Any investment adviser relying on the exemption from registering
with the Commission under section 203(l) or (m) of the Investment Advisers Act;



 




     


     


    

  


		☐	Any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000;



 


		☐	Any employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974 (“ERISA”), if (i) the investment decision is made by a plan fiduciary,
as defined in section 3(21) of ERISA, which is either a bank, a savings and loan association, an insurance company, or a registered investment
adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment
decisions made solely by persons that are “accredited investors”;



 


		☐	Any (i) corporation, limited liability company or partnership,
(ii) Massachusetts or similar business trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code, in each
case that was not formed for the specific purpose of acquiring the securities offered and that has total assets in excess of $5,000,000;



 


		☐	Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described
in Section 230.506(b)(2)(ii) of Regulation D under the Securities Act;



 


		☐	Any entity, other than an entity described in the categories
of “accredited investors” above, not formed for the specific purpose of acquiring the securities offered, owning investments
in excess of $5,000,000;



 


		☐	Any “family office,” as defined under the Investment
Advisers Act that satisfies all of the following conditions: (i) with assets under management in excess of $5,000,000, (ii) that is not
formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who
has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks
of the prospective investment;



 


		☐	Any “family client,” as defined under the Investment
Advisers Act, of a family office meeting the requirements in the previous paragraph and whose prospective investment in the issuer is
directed by such family office pursuant to the previous paragraph; or



 


		☐	Any entity in which all of the equity owners are “accredited
investors”.



 


[Specify which tests:         
]


 


		☐	Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;



 


		☐	Any natural person whose individual net worth, or joint net
worth with that person’s spouse or spousal equivalent, exceeds $1,000,000.   For purposes of calculating a natural
person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured
by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities,
shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds
the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such
excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the
estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;



 




     


     


    

  


		☐	Any
                                            natural person who had an individual income in excess of $200,000 in each of the two most
                                            recent years or joint income with that person’s spouse or spousal equivalent in excess
                                            of $300,000 in each of those years and has a reasonable expectation of reaching the same
                                            income level in the current year;



 


		☐	Any
                                            natural person holding in good standing one or more professional certifications or designations
                                            or credentials from an accredited educational institution that the Commission has designated
                                            as qualifying an individual for accredited investor status; or



 


		☐	Any
                                            natural person who is a “knowledgeable employee,” as defined in the Investment
                                            Company Act, of the issuer of the securities being offered or sold where the issuer would
                                            be an investment company, as defined in section 3 of such act, but for the exclusion provided
                                            by either section 3(c)(1) or section 3(c)(7) of such act.



 


This page should
be completed by Subscriber and constitutes a part of the Subscription Agreement.


 


	 	SUBSCRIBER:
	 	Print Name: 
	 	 	 
	 	By: 	 
	 	Name:	                         
	 	Title: