Exhibit 10.1

MASTER PROMISSORY NOTE

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, GameSquare Holdings, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of Blue & Silver Ventures, Ltd. or its assigns (the “Lender,” and together with the Borrower, the “Parties”), at its One Cowboys Way #100, Frisco, Texas 75034 office, the principal amount of Two Million Dollars ($2,000,000) (which aggregate unpaid principal amount shall be equal to the amount set forth opposite the date last appearing on Schedule A attached to this Master Promissory Note (as the same may be amended, supplemented, or modified from time to time in accordance with its terms, the “Note”)). This Note evidences advances made by the Lender in its sole discretion to the Borrower (“Advances”).

1. Definitions; Interpretation.

1.1 Capitalized terms used herein shall have the meanings set forth in this Section 1.1.

“Advances” has the meaning set forth in the introductory paragraph.

“Lender” has the meaning set forth in the introductory paragraph.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).

“Borrower” has the meaning set forth in the introductory paragraph.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial Lenders in Texas are authorized or required by law to close.

“Change in Law” means the occurrence after the date of this Note of (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation or treaty or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that, notwithstanding anything herein to the contrary, all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, all interpretations and applications thereof and any compliance by the Lender with any request or directive relating thereto shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, or issued.

“Default Rate” means fifteen percent (15%).

“Event of Default” has the meaning set forth in Section 10.

“Excluded Taxes” means any of the following Taxes, imposed on or with respect to the Lender: (a) Taxes imposed on or measured by net income (however denominated) and franchise Taxes; and (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central Bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by the Borrower under this Note or any other Line Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Interest Payment Date” means:

(a) as to any Advance, the date of any prepayment or payment of an Advance.

“Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Line Documents” means this Note, the Security Agreement, and all other agreements, documents, certificates and instruments executed and delivered to the Lender by the Borrower or any Guarantor in connection herewith or therewith.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower, (b) the validity or enforceability of this Note or any other Line Document, (c) the perfection or priority of any lien, security interest, charge or other encumbrance purported to be created under the Security Agreement, (d) the rights or remedies of the Lender hereunder or under any other Line Document or (e) the ability of the Borrower or any Guarantor to perform any of its material obligations hereunder or under any other Line Document.

“Note” has the meaning set forth in the introductory paragraph.

“Other Taxes” means any and all present or future stamp, court, recording, filing, intangible, documentary or similar Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Line Document or from the execution, delivery, enforcement or registration of, or performance under, or from the receipt of payments under or perfection of a security interest under or otherwise with respect to, this Note or any other Line Document (other than Excluded Taxes imposed with respect to an assignment).

“Parties” has the meaning set forth in the introductory paragraph.

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity of whatever nature.

“Security Agreement” means the Security Agreement, dated as of the date hereof, by and between (a) the Borrower and each Guarantor and (b) the Lender.

“Taxes” means any and all present or future income, stamp or other taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld or assessed by any Governmental Authority, together with any interest, additions to tax or penalties imposed thereon and with respect thereto.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).

1.2 Interpretation.

(a) For purposes of this Note (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (ii) the word “or” is not exclusive and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole and not to any particular provision hereof.

(b) The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined.

(c) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(d) Unless the context otherwise requires, references herein to (i) Schedules, Exhibits and Sections mean the Schedules, Exhibits and Sections of this Note, (ii) an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

(e) This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

2. Making the Advances.

2.1 Netting of Advances. If the Lender shall make a new Advance on a day on which the Borrower is to repay an Advance, the Lender shall apply the proceeds of the new Advance to make such repayment, and only the amount by which the amount being advanced exceeds the amount being repaid shall be made available to the Borrower in accordance with the terms of this Note.

2.2 Method of Funding Advances. At the Borrower’s option, the Lender shall credit a deposit account maintained by the Borrower at the Lender in the amount of an Advance or transfer the proceeds of an Advance to a Lender designated by the Borrower for credit to an account designated by the Borrower maintained at such Lender. The Borrower agrees that the crediting of the amount of an Advance to the Borrower’s deposit account maintained at the Lender or the origination of a payment order for a funds transfer of the proceeds of an Advance in accordance with the instructions of the Borrower shall constitute conclusive evidence that such Advance was made. Neither the failure of the Lender to indorse on Schedule A the amount of any Advance, nor the failure of the Lender designated by the Borrower to credit the proceeds of any Advance to the designated account maintained at such Lender, shall affect the Borrower’s obligations hereunder.

3. Payment Dates; Optional Prepayments.

3.1 Payment Dates. Subject to any earlier payment of interest that may be required by Section 5.2, the unpaid principal amount of each Advance and all accrued and unpaid interest thereon shall be payable ON DEMAND and as provided in Section 10. The Borrower shall repay the full amount of any advances made under this Line of Credit, together with all accrued interest and any applicable fees, in full to the Lender no later than July 1, 2025.

3.2 Optional Prepayments. The Borrower may prepay any Advance in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

4. Security Agreement.

The Borrower’s performance of its obligations hereunder is secured by a first priority security interest in the collateral specified in the Security Agreement executed by the Borrower.

5. Interest.

5.1 Interest Rate.

(a) Except as otherwise provided herein, the outstanding principal amount of each Advance evidenced hereby shall bear interest at ten percent (10%) from the date such Advance was made until such Advance is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise.

5.2 Interest Payment Dates. Interest on each Advance shall be payable on each Interest Payment Date for such Advance.

5.3 Default Interest. If any amount payable hereunder with respect to any Advance is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall bear interest, payable on demand, at the Default Rate from the date of such non-payment until such amount is paid in full.

5.4 Computation and Accrual of Interest.

(a) All computations of interest on each Advance shall be made on the basis of a year of 365 days, as the case may be, and the actual number of days elapsed.

(b) Interest shall accrue on each Advance on the day on which such Advance is made and shall not accrue on such Advance for the day on which it is paid, provided that any Advance that is repaid on the same day on which it is made shall bear interest for one day.

5.5 Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on any Advance shall exceed the maximum rate of interest permitted to be charged by the Lender to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law.

6. Payment Mechanics.

6.1 Manner of Payments.

(a) Each payment of interest or principal shall be made in lawful money of the United States of America no later than 2:00 PM (Central Time) on the date on which such payment is due by cashier’s check, certified check or wire transfer of immediately available funds to the Lender in accordance with instructions provided by the Lender in writing to the Borrower from time to time.

(b) The Lender is authorized to charge any deposit account of the Borrower maintained at the Lender for any payment of interest or principal due hereunder.

6.2 Application of Payments. All payments made under this Note shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest and third to the payment of the principal amount outstanding under this Note.

6.3 Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in computing the amount of interest payable under this Note.

6.4 Evidence of Debt.

(a) The Lender shall maintain, in accordance with its customary and usual practice, an account evidencing the indebtedness of the Borrower to the Lender resulting from each Advance, including the amounts of principal and interest payable and paid to the Lender with respect to such Advance for each day such Advance is outstanding. The entries made in such account shall be conclusive absent manifest error and constitute prima facie evidence of the existence and amounts of the principal and interest payable and the amounts of principal and interest paid, in each case as recorded therein; provided, however, that any error or inaccuracy therein shall not in any manner affect the validity or enforceability of any obligation of the Borrower to repay (with applicable interest) in accordance with the terms of this Note any Advance actually made by the Lender under this Note.

(b) The Lender is authorized to record on Schedule A each Advance made to the Borrower and each payment or prepayment thereof. The entries made by the Lender shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Lender to record such payments or prepayments, or any error or inaccuracy therein, shall not in any manner affect the validity or enforceability of any obligation of the Borrower to repay (with applicable interest) in accordance with the terms of this Note any Advance actually made by the Lender under this Note.

(c) In the event of any discrepancy between the entries in the account referred to in Section 6.4(a) and the entries on Schedule A, the entries in the account referred to in Section 6.4(a) shall control.

(d) The books and records of the Lender and statements of account issued by the Lender shall be admissible in evidence in any action or proceeding arising out of, based upon, or in any way connected to, this Note.

6.5 Rescission of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Borrower’s obligation to make such payment shall be reinstated as though such payment had not been made.

7. Taxes.

7.1 Taxes.

(a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Line Document shall be made free and clear of and without deduction or withholding for any Taxes except as required by applicable Law. If the Borrower is required by applicable Law to deduct or withhold any Taxes from such payments, then:

(i) if such Tax is an Indemnified Tax, the amount payable by the Borrower shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section 7.1), the Lender receives an amount equal to the amount it would have received had no such deduction or withholding been made; and

(ii) the Borrower shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law.

(b) Without limiting the provisions of Section 7.1(a), the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c) The Borrower shall indemnify the Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed on or attributable to amounts payable under this Section 7.1) paid or payable by the Lender, on or with respect to an amount payable by the Borrower under or in respect of this Note or under any other Line Document, together with any reasonable expenses arising in connection therewith and with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate from the Lender as to the amount of such payment or liability delivered to the Borrower shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 7.1, the Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the relevant return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(e) If the Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 7.1, it shall pay over such refund (or the amount of any credit in lieu of refund) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 7.1 with respect to the Taxes giving rise to such refund or credit in lieu of refund), net of all out-of-pocket expenses of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit in lieu of refund); provided that the Borrower, upon the request of the Lender, agrees to repay the amount paid over to the Borrower (plus any interest, penalties or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund or credit in lieu of refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 7.1(e), in no event will the Lender be required to pay any amount to the Borrower pursuant to this Section 7.1(e) if the payment of such amount would place the Lender in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Nothing in this Section 7.1(e) shall be construed to require the Lender to make available to the Borrower or any other Person its tax returns or any other information relating to its taxes that it deems confidential or to request or apply for a refund of any Taxes paid by the Borrower.

(f) The borrower’s obligations under this Section 7.1 shall survive the payment of the Advances and all amounts payable hereunder.

7.2 Mitigation Obligations. If the Borrower is required to pay any additional amount to the Lender or any Governmental Authority for the account of the Lender pursuant to Section 7.1, then the Lender shall, at the Borrower’s request, use reasonable efforts to designate a different lending office for funding or booking Advances or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of the Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 7.1 in the future, and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment.

8. Representations and Warranties. The Borrower hereby represents and warrants to the Lender on the date hereof as follows (and each request for an Advance will be deemed a representation and warranty by the Borrower on the date of such Advance that):

8.1 Existence; Power and Authority; Compliance with Laws. The Borrower (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of business requires such qualification except to the extent that the failure to qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect, (c) has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and as it is proposed to be conducted, to borrow Advances, to execute and deliver this Note and the other Line Documents to which the Borrower is a party and to perform its obligations hereunder and thereunder and (d) is in compliance with all Laws.

8.2 Authorization; Execution and Delivery. The execution and delivery of this Note and each other Line Document by the Borrower, its borrowing of Advances and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note and each other Line Document to which it is a party.

8.3 No Approvals. No consent, authorization or order of, filing with, notice to, license from, or other act by or in respect of, any Governmental Authority or any other Person is required in order for the Borrower to borrow Advances or to execute, deliver or perform any of its obligations under this Note or any other Line Document to which it is a party.

8.4 No Violations. The execution, delivery and performance of this Note and each other Line Document to which the Borrower is a party, the borrowing of any Advance and the consummation by the Borrower of the transactions contemplated hereby and thereby do not and will not (a) violate any Law applicable to the Borrower or by which any of its properties or assets may be bound, (b) constitute a default under any material agreement or contract by which the Borrower may be bound or (c) result in, or require, the creation or imposition of any lien, security interest, charge, or other encumbrance on any of its properties or assets pursuant to any Law or any such material agreement or contract (other than the liens created by the Line Documents to which the Borrower is a party).

8.5 Enforceability. Each of this Note and each other Line Document to which the Borrower is a party is a valid, legal and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

8.6 No Litigation. No action, suit, litigation, investigation or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its property or assets (a) with respect to this Note, any other Line Document to which the Borrower is a party or any of the transactions contemplated hereby or thereby or (b) that would reasonably be expected to have a Material Adverse Effect.

8.7 Use of Proceeds.

(a) The proceeds of each Advance will be used for general corporate purposes, including but not limited to working capital needs, repayment or refinancing of existing obligations, funding of business transactions, acquisitions, capital expenditures, operational expenses, and any other lawful corporate activities as determined by the Borrower in the ordinary course of business.

(b) Each Advance will be, to the extent applicable, extended, received and used in compliance with Regulations T, U and X of the Board.

8.8 Investment Company Act. The Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

9. Furnishing of Information; Inspection of Books and Records.

The Borrower shall deliver to the Lender promptly upon the Lender’s request, such financial and other/other statements and information as the Lender shall reasonably request from time to time. Promptly upon the Lender’s request, the Borrower shall permit the Lender to inspect and make copies of its books and records as the Lender shall reasonably request from time to time.

10. Acceleration of Advances; Events of Default and Remedies.

All Advances, together with all accrued interest thereon, shall become immediately and automatically due and payable, without demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity or diligence in taking any action to collect sums owing hereunder, upon the commencement by or against the borrower of a case or proceeding under any bankruptcy, insolvency or other law relating to the relief of debtors, the readjustment, composition, or extension of indebtedness or reorganization or liquidation.

Upon the occurrence of any of the following (“Events of Default”) and at any time thereafter during the continuance of such Event of Default, the Lender may, at its option, by written notice to the Borrower, (x) declare the entire principal amount of the Advances with all accrued interest thereon and all other amounts payable under this Note, due and payable forthwith, whereupon the same shall immediately become due and payable, and/or (y) exercise any or all of its rights, powers or remedies under any Security Agreement or applicable Law:

10.1 Failure to Pay. The Borrower fails to pay (a) any principal amount of any Advance when due or (b) interest or any other amount when due and such failure described in this clause (b) continues for five (5) Business Days after written notice to the Borrower.

10.2 Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower to the Lender herein or in any other Line Document or in any modification or amendment hereof or thereof is false and misleading in any material respect (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in any respect) on or as of the date as of which such representation or warranty was made or deemed made; provided that any representation or warranty in Section 8 that is qualified by the knowledge of the Borrower shall be deemed not so qualified for the purpose of determining the occurrence of an Event of Default.

10.3 Breach of Covenants. The Borrower fails to observe or perform any covenant, obligation, term, condition or agreement contained in this Note or any other Line Document, other than those specified in Section 10.1, and such failure continues unremedied for five (5) Business Days after the date on which notice thereof shall have been given to the Borrower by the Lender.

10.4 Judgments. One or more final and non-appealable judgments or decrees shall be entered against the Borrower by a court of competent jurisdiction (to the extent not paid or covered by insurance from a reputable and solvent independent third party insurance company as to which such insurance company has been notified and has not denied coverage or indemnities or for which the Borrower has not set aside adequate reserves on its balance sheet) and all of such judgments or decrees shall not have been paid and satisfied, vacated, discharged or stayed or bonded pending appeal within thirty (30) days from the entry thereof.

11. Miscellaneous.

11.1 Notices.

(a) All notices, requests, or other communications required or permitted to be delivered hereunder shall be delivered in writing, in each case to the address specified below or to such other address as a Party may from time to time specify in writing in compliance with this provision:

(i) If to the Borrower, to it at 6775 Cowboys Way, Ste. 1335 Frisco, Texas 75034, Attention Justin Kenna, Telephone No. (216) 464-6400, Email: justin@gamesquare.com, with a copy (which shall not constitute notice) to Baker & Hostetler LLP, Attention of Alan A. Lanis, Jr., Telephone No. (310) 442-8850, Email: jrlanis@bakerlaw.com.

(ii) If to the Lender, to it at One Cowboys Way #100, Frisco, Texas 75034, Attention of Tom Walker, Email: TWalker@dallascowboys.net.

(b) Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received, (ii) mailed by other than certified or registered mail shall be deemed to have been given three (3) Business Days after mailing, (iii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on its next business day) and (iv) sent by email shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

11.2 Expenses. Each Party shall pay its own out-of-pocket costs, expenses and fees incurred, whether or not litigation is commenced, incidental to, in any way relating to, or in connection with, (a) the transactions contemplated hereby, including the preparation, negotiation, execution, delivery, documentation and administration of this Note and each other Line Document and any amendments, waivers or other modifications of this Note or any other Line Document (whether or not the transactions contemplated by this Note or any other Line Document, or such amendments, waivers or other modifications, are consummated), (b) any of the Advances and (c) the protection of the Lender’s rights and enforcement of the Borrower’s obligations hereunder and thereunder, including all such reasonable and documented out-of-pocket costs, expenses and fees in connection with any restructuring, workout or negotiations in respect of this Note, any other Line Document or any Advance.

11.3 Governing Law. This Note, each other Line Document, and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to, this Note, such other Line Document and the transactions contemplated hereby and thereby shall be governed by, and shall be construed and interpreted, and all rights and obligations hereunder and thereunder determined, in accordance with, the laws of the State of Texas, without regard to its conflicts of law principles.

11.4 Submission to Jurisdiction.

(a) The Borrower hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Note or any other Line Document (whether at law or in equity) may be brought in the courts of the Texas of sitting in Collin County or of the United States District Court for the Northern District of Texas or any appellate court from any thereof, (ii) submits to the exclusive jurisdiction of any such court in any such legal action, suit or proceeding and (iii) agrees that it will not commence any such legal action, suit or proceeding against the Lender in any forum other than any such Texas court or, to the extent permitted by applicable law, such federal court. Final judgment against the Borrower in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

(b) Nothing in this Section 11.4 shall affect the right of the Lender to commence legal proceedings or otherwise sue the Borrower or exercise any rights against the Borrower or any of its property in the courts of any county, state or other foreign or domestic jurisdiction having jurisdiction over the Borrower or any of its property.

(c) To the extent permitted by applicable law, the Borrower irrevocably consents to the service of process in the manner provided for notices in Section 11.1 and agrees that nothing herein will affect the right of the Lender to serve process in any other manner permitted by applicable law.

11.5 Venue. The Borrower acknowledges that the venue provided in Section 11.4 is a convenient forum and hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any legal action, suit or proceeding arising out of or relating to this Note or any other Line Document in any court referred to in Section 11.4 and (b) the defense of an inconvenient forum, or based on a more convenient forum, to the maintenance of such legal action, suit or proceeding in any such court.

11.6 Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO, THIS NOTE, ANY OTHER LINE DOCUMENT, ANY ADVANCE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THE BORROWER (a) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION AND (b) ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ACCEPT THIS NOTE AND TO ACCEPT OR ENTER INTO THE OTHER LINE DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6.

11.7 Integration. This Note and each other Line Document to which the Borrower is a party constitute the entire contract between the Parties with respect to the subject matter hereof and thereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.

11.8 Successors and Assigns. This Note may be assigned or transferred by the Lender to any Person. The Borrower may not assign or transfer this Note or any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted such assignment without such consent shall be null and void). This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.

11.9 Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing hereunder.

11.10 USA PATRIOT Act, Anti-Terrorism and Anti-Corruption Information; Beneficial Ownership Regulation. The Lender is subject to the USA PATRIOT Act and hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the USA PATRIOT Act and the Beneficial Ownership Regulation. The Borrower shall, promptly following a request by the Lender, provide all documentation and other information that the Lender may request in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation.

11.11 Amendments and Waivers. No term of this Note or any other Line Document may be modified or amended, orally or by course of dealing, except by an instrument in writing signed by authorized officers of the Lender and of the Borrower party thereto. No term of this Note or any other Line Document may be waived, orally or by course of dealing, except by an instrument in writing signed by an authorized officer of the Lender. Any waiver of the terms hereof or thereof shall be effective only in the specific instance and for the specific purpose given.

11.12 Headings. The headings of the various Sections and subsections herein and of the schedules and exhibits hereto are for reference only and shall not define, modify, expand or limit any of the terms or provisions hereof or affect the interpretation hereof.

11.13 No Waiver; Cumulative Remedies. No failure to exercise, and no delay in exercising, on the part of the Lender, any right, remedy, power or privilege hereunder or under any other Line Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein and in any other Line Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.14 Waiver of Counterclaims. The Borrower waives the right to claim or interpose any counterclaim in any litigation or set-off of any kind relating to this Note or any other Line Document or the transactions contemplated hereby or thereby.

11.15 Dating and Completion of Blanks. The Borrower authorizes the Lender to date this Note and to complete any blank space herein according to the terms upon which any Advance was made.

11.16 Electronic Execution.

(a) The words “execution,” “signed,” “signature” and words of similar import in this Note or any other Line Document shall be deemed to include electronic signatures (as such term is defined in 15 U.S.C. § 7006), each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based record-keeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031) or the Uniform Electronic Transactions Act (UETA), provided that, notwithstanding anything contained herein or therein to the contrary, the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it; and provided, further, the Lender reserves the right to require, at any time and at its sole discretion, the delivery of manually executed counterpart signature pages to this Note or any other Line Document, and the Borrower agrees to promptly deliver such manually executed counterpart signature pages.

(b) Without limiting the generality of the foregoing, each of the Borrower and the Lender (i) agrees that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Lender and the Borrower, electronic signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Note or any other Line Document (in each case, including with respect to any signature pages hereto or thereto) shall have the same legal effect, validity and enforceability as any paper original and (ii) waives any argument, defense or right to contest the validity or enforceability of this Note or any other Line Document based solely on the lack of paper original copies of this Note or such other Line Document, including with respect to any signature pages hereto or thereto.

(c) Without limiting the foregoing, to the extent the Lender has agreed to accept any electronic signature, the Lender shall be entitled to rely on such electronic signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such electronic signature.

(d) The Lender may, at its option, create one or more copies of this Note or any other Line Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of the Lender’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record).

11.17 Severability. If any term or provision of this Note or any other Line Document is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or any other Line Document or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Note or such other Line Document so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby or thereby be consummated as originally contemplated to the greatest extent possible.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Borrower has executed this Note as of March 25, 2025.

SCHEDULE A

Advances and Payments on Advances

Exhibit 10.2

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of March 25, 2025 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among GameSquare Holdings, Inc., a Delaware corporation (the “Grantor”), in favor of Blue & Silver Ventures, Ltd. and its affiliates (the “Secured Party”).

WHEREAS, on the date hereof, the Secured Party has made and may make loans to the Grantor in an aggregate unpaid principal amount not exceeding $2,000,000 (the “Loans”), evidenced by that certain Promissory Note of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) made by the Grantor and payable to the order of the Secured Party. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement;

WHEREAS, this Agreement is given by the Grantor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and

WHEREAS, it is a condition to the obligations of the Lender to make the Loans under the Loan Agreement that the Grantor execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

(b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

(c) For purposes of this Agreement, the following terms shall have the following meanings:

“Collateral” has the meaning set forth in Section 2.

“Event of Default” has the meaning set forth in the Loan Agreement.

“Proceeds” means “proceeds” as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto.

“Secured Obligations” has the meaning set forth in Section 3.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Texas or, when the laws of any other state govern the method or manner of the enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

2. Grant of Security Interest. The Grantor hereby pledges and grants to the Secured Party, a security interest (which security interest shall be expressly subordinated to all outstanding debts of the Grantor’s subsidiaries to SLR Digital Finance, LLC, whether existing as of the date hereof or incurred thereafter. The Lender acknowledges and agrees that its rights and interests in any collateral securing the Loan Agreement shall be junior and subordinate in all respects to the creditor rights of SLR Digital Finance, LLC with respect to such subsidiaries) in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

(a) all fixtures and personal property of every kind and nature including all accounts (including health-care-insurance receivables), goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, general intangibles (including all payment intangibles), money, deposit accounts, and any other contract rights or rights to the payment of money; and

(b) all Proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions of and to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect to any of the foregoing.

3. Secured Obligations. The Collateral secures the due and prompt payment and performance of:

(a) the obligations of the Grantor from time to time arising under the Loan Agreement, this Agreement or otherwise with respect to the due and prompt payment of (i) the principal of and premium, if any, and interest on the Loans (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Grantor under or in respect of the Loan Agreement and this Agreement; and

(b) all other covenants, duties, debts, obligations and liabilities of any kind of the Grantor under or in respect of the Loan Agreement, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in Section 3 being herein collectively called the “Secured Obligations”).

4. Further Assurances.

(a) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request.

(b) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.

(c) The Grantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may request, in order to create and/or maintain the validity of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

5. Representations and Warranties. The Grantor represents and warrants as follows:

(a) The Collateral consisting of securities have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights.

(b) The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(c) It has full power, authority and legal right to borrow the Loans and pledge the Collateral pursuant to this Agreement.

(d) Each of this Agreement and the Loan Agreement has been duly authorized, executed and delivered by the Grantor and constitutes a legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

(e) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the borrowing of the Loans and the pledge by the Grantor of the Collateral pursuant to this Agreement or for the execution and delivery of the Loan Agreement and this Agreement by the Grantor or the performance by the Grantor of its obligations thereunder.

(f) The execution and delivery of the Loan Agreement and this Agreement by the Grantor and the performance by the Grantor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Grantor or any of its property, or the organizational or governing documents of the Grantor or any agreement or instrument to which the Grantor is party or by which it or its property is bound.

(g) The Grantor has taken all action required on its part for control (as defined in sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable) to have been obtained by the Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral.

6. Voting, Distributions and Receivables.

(a) The Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Grantor may, to the extent the Grantor has such right as a holder of the Collateral consisting of securities, other Equity Interests or indebtedness owed by any obligor, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, in the Secured Party’s reasonable judgment, any such vote, consent, ratification or waiver would detract from the value thereof as Collateral or which would be inconsistent with or result in any violation of any provision of the Loan Agreement or this Agreement, and from time to time, upon request from the Grantor, the Secured Party shall deliver to the Grantor suitable proxies so that the Grantor may cast such votes, consents, ratifications and waivers.

(b) If any Event of Default shall have occurred and be continuing, the Secured Party may, or at the request and option of the Secured Party the Grantor shall, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party.

7. Covenants. The Grantor covenants as follows:

(a) The Grantor will not, without providing at least 60 days’ prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number.

(b) The Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for in the Loan Agreement.

(c) The Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. The Grantor will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located.

(d) The Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement.

8. Secured Party Appointed Attorney-in-Fact. The Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement (but the Secured Party shall not be obligated to and shall have no liability to the Grantor or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

9. Secured Party May Perform. If the Grantor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Grantor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Grantor.

10. Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Grantor from the performance of any obligation on the Grantor’s part to be performed or observed in respect of any of the Collateral.

11. Remedies Upon Default.

(a) If any Event of Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand upon the Grantor, may assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Grantor at its notice address as provided in Section 15 hereof ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale.

(b) If any Event of Default shall have occurred and be continuing, all rights of the Grantor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral.

(c) If any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. The Grantor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Secured Party to collect such deficiency.

(d) If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Grantor agrees that, upon request of the Secured Party, the Grantor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

12. No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 14), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13. SECURITY INTEREST ABSOLUTE. The Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. Except as may be expressly set forth herein, all rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of the Grantor hereunder, shall be absolute and unconditional irrespective of:

(a) any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;

(b) any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of the Loan Agreement, this Agreement or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;

(c) any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;

(d) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;

(e) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Grantor against the Secured Party; or

(f) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Grantor or any other grantor, guarantor or surety.

14. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Grantor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

15. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Loan Agreement, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

16. Continuing Security Interest; Further Actions. This Agreement shall create a lien and security interest in the Collateral and shall (a) subject to Section 17, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Grantor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Grantor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party’s interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment in accordance with Section ASSIGNMENT of the Loan Agreement, become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations.

17. Termination; Release. On the date on which all Secured Obligations have been paid and performed in full, the Secured Party will, at the request and sole expense of the Grantor, (a) duly assign, transfer and deliver to or at the direction of the Grantor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Grantor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

18. GOVERNING LAW. This Agreement and the Loan Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or the Loan Agreement (except, as to the Loan Agreement, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Texas. The other provisions of Sections GOVERNING LAW; JURISDICTION; ETC. of the Loan Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

19. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and the Loan Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

[SIGNATURE PAGE FOLLOWS]

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

Exhibit 99.1

GameSquare Accelerates Growth of Gaming and Esports Experiences Business and Divests Remaining Stake of FaZe Media

Frisco, Texas (March 31, 2025) — GameSquare Holdings, Inc. (NASDAQ:GAME), (“GameSquare”, or the “Company”), a next generation media company rooted in gaming and creator entertainment, today provided several business updates and plans to host its Q4 2024 earnings conference call on April 16, 2025 at 5:00pm ET. The Company needed additional time to report Q4 2024 earnings due to the closing of the Faze Media divestiture, which goes into effect on April 1, 2025.

“2024 was a transformative year for GameSquare highlighted by the completion of the FaZe Clan acquisition, investments to our team and global capabilities, and the next-generation media platform we have created to drive cross selling opportunities and grow our market share,” stated Justin Kenna, CEO of GameSquare. “As we look to 2025, today’s announcements are important catalysts to optimize our business model and reach profitability in the coming quarters.”

GameSquare’s Expands Gaming and Esports Experiences Business

GameSquare is accelerating the growth of its rapidly expanding events and experiences division, a key pillar of the Company’s strategic vision. This division specializes in creating immersive, talent-led, and brand-owned events that connect with audiences through compelling storytelling, digital engagement, and unforgettable in-real-life (IRL) activations. GameSquare is leveraging its momentum, deep industry relationships, and creative capabilities to deliver standout moments for fans and consumers. By partnering with top-tier brands, gaming communities, and major festivals across the U.S., GameSquare is positioning itself as a premier provider of innovative, culturally relevant experiences that resonate with next-gen audiences.

To support the strategic growth of the Company’s events business, GameSquare is putting in place a $2 million secured Letter of Credit extended by the Jones Family. This facility is intended to aid early financial commitments, including space reservations and other operating expenses. The terms of the Letter of Credit include a 10% per annum interest rate on any outstanding principal drawn under the facility, with no prepayment penalty.

In addition to large-scale consumer experiences, GameSquare is launching a new collegiate esports initiative aimed at building community and engagement across university campuses. The initiative includes competitive tournament play, the rollout of a proprietary software platform to support team operations and fan interaction, and the use of GameSquare’s owned IP to drive awareness and differentiate experiences. These integrated capabilities position GameSquare to build a pipeline of future esports talent while offering brands unique ways to authentically connect with next-gen audiences.

“We are excited to accelerate the growth of our experiences business,” continued Mr. Kenna. “Over the past several quarters, we have seen growing demand to combine in game experiences with IRL events – developing strong engagement between brands, game publishers, and fans. We look forward to bringing some of the world’s largest gaming events to fans.”

FaZe Media Divestiture

After acquiring FaZe Clan in March 2024 in an all-stock transaction valued at approximately $14 million, GameSquare split FaZe Clan into two segments – FaZe Media, a creator-led IP and media company, and FaZe Esports, a top global esports organization. An important component of GameSquare’s strategy for FaZe Media was to return creative control and ownership back to FaZe’s founders.

The last contribution of $10 million for 25.5% of FaZe Media valued FaZe Media at $39.2 million. As of April 1, 2025, FaZe Media will no longer be consolidated in GameSquare’s financial statements.

GameSquare plans to provide additional details on the FaZe Media divestiture when the Company announces Q4 2024 financial results.

Mr. Kenna continued, “Divesting FaZe Media is a win-win for GameSquare, FaZe Media and its founders. As we stated when we acquired FaZe Clan, for FaZe to be successful it needed to return to its roots with its founders at the helm to lead the brand and reestablish its authenticity. I am proud of what we have accomplished by rebooting the brand, reducing operating costs, and positioning FaZe Media for success as a standalone, creator lead business. I am also excited to retain 100% ownership of FaZe Esports, which has established itself as one of the world’s most elite and highest winning esports organizations.”

Mr. Kenna concluded, “I look forward to updating investors on our go forward strategies as we focus on profitable growth on our upcoming earnings call on April 16.”

2024 Q4 Save the Date

GameSquare expects to release its fourth quarter and full year 2024 financial results after the close of business on April 15, 2025. A copy of the news release will be available on the investor website.

Shareholders, investors, interested parties, and media are encouraged to join the Company’s earnings call via webcast on April 16, 2025, at 5:00 pm ET. The call will be hosted by Justin Kenna, GameSquare’s CEO and will be joined by other members of GameSquare’s management team.

Please join the call at

https://event.choruscall.com/mediaframe/webcast.html?webcastid=vc78St32

About GameSquare Holdings, Inc.

GameSquare’s (NASDAQ: GAME) mission is to revolutionize the way brands and game publishers connect with hard-to-reach Gen Z, Gen Alpha, and Millennial audiences. Our next generation media, entertainment, and technology capabilities drive compelling outcomes for creators and maximize our brand partners’ return on investment. Through our purpose-built platform, we provide award winning marketing and creative services, offer leading data and analytics solutions, and amplify awareness through FaZe Clan, one of the most prominent and influential gaming organizations in the world. With one of the largest gaming media networks in North America, as verified by Comscore, we are reshaping the landscape of digital media and immersive entertainment. GameSquare’s largest investors are Dallas Cowboys owner Jerry Jones and the Goff family.

To learn more, visit www.gamesquare.com.

Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the Company’s and FaZe Media Inc.’s future performance, revenue, growth and profitability; and the Company’s and FaZe Media’s ability to execute their business plans. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the Company’s ability to grow its businesses and being able to execute on their business plans, the Company being able to complete and successfully integrate acquisitions, the Company being able to recognize and capitalize on opportunities and the Company continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the Company’s ability to achieve its objectives, the Company successfully executing its growth strategy, the ability of the Company to obtain future financings or complete offerings on acceptable terms, failure to leverage the Company’s portfolio across entertainment and media platforms, dependence on the Company’s key personnel and general business, economic, competitive, political and social uncertainties. These risk factors are not intended to represent a complete list of the factors that could affect the Company which are discussed in the Company’s most recent MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Corporate Contact

Lou Schwartz, President

Phone: (216) 464-6400

Email: ir@gamesquare.com

Investor Relations

Andrew Berger

Phone: (216) 464-6400

Email: ir@gamesquare.com

Media Relations

Chelsey Northern / The Untold

Phone: (254) 855-4028

Email: pr@gamesquare.com

SOURCE: GameSquare Holdings, Inc.