Kainoa Henry - Jul 19, 2022 Form 4 Insider Report for FaZe Holdings Inc. (FAZE)

Role: Chief Strategy Officer
Signature: /s/ Helen Webb, as Attorney-in-Fact
Stock symbol: FAZE
Transactions as of: Jul 19, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/21/2022, 08:38 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FAZE	Common Stock	Award		+379K			379K	Jul 19, 2022	Direct	F1, F2
transaction	FAZE	Common Stock	Award		+58.4K	+15.41%		437K	Jul 19, 2022	Direct	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FAZE	Employee Stock Option (right to buy)	Award		+445K			445K	Jul 19, 2022	Common Stock	445K	$0.38	Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects securities acquired pursuant to the terms of the Merger Agreement, dated as of October 24, 2021, as amended from time to time (the "Merger Agreement"), entered into by and among B. Riley Principal 150 Merger Corp. (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), FaZe Clan Inc. ("Old FaZe"), and BRPM Merger Sub, Inc., a wholly owned subsidiary of B. Riley Principal 150 Merger Corp., pursuant to which the Issuer acquired Old FaZe (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old FaZe common stock outstanding, Old FaZe option and Old FaZe restricted stock award outstanding immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock, option, or restricted stock award, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date").
F2	Reflects 379,030 restricted stock awards as of the Closing Date that vest 50% on October 18, 2022, 25% on October 19, 2022, and 25% on October 18, 2023.
F3	Reflects Earn-Out shares which will vest and no longer be subject to forfeiture if, at any time during the period commencing 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date, the volume-weighted average price of the Issuer common stock exceeds certain thresholds as discussed below. One-third of these Earn-out Shares will vest if the volume-weighted average price of Issuer common stock equals or exceeds $12.00 for any 20 trading days within any 30 trading day period, one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $14.00 for any 20 trading days within any 30 trading day period, and one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $16.00 for any 20 trading days within any 30 trading day period.
F4	Includes unvested options, of which there were 72,774 as of the Closing Date, of which 22,569 vest in equal installments monthly until October 19, 2024, and 47,366 vest in equal installments monthly until May 1, 2025.