Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Resignation of Chief Legal Officer

On January 10, 2023, Tamara Brandt, the Chief Legal Officer and Head of Business and Legal Affairs of FaZe Holdings Inc. (the "Company"), notified the Board of Directors of the Company (the "Board") that she will resign from the Company, effective as of February 3, 2023 (the "Resignation Date"). Ms. Brandt will be joining Creative Artists Agency later in February in a senior role in the legal department.

In connection with Ms. Brandt's resignation, on January 15, 2023, the Company and Ms. Brandt entered into a separation agreement (the "Separation Agreement") and an advisory agreement (the "Advisory Agreement," and collectively, the "Agreements"). Pursuant to the Agreements, among other things, (i) during the term of the Advisory Agreement, Ms. Brandt's unvested stock options and restricted stock with the Company will continue to vest; (ii) upon the termination of the Advisory Agreements, each of Ms. Brandt's unvested stock options will vest and become exercisable for a year after the date of such termination, subject to Ms. Brandt complying with the terms of the Advisory Agreement, and (iii) for the period commencing on February 4, 2023 and ending on June 4, 2023, with a two-month mutual extension option, Ms. Brandt will provide advisory services to the Company at a monthly rate of $37,500. The vesting of Ms. Brandt's unvested stock options and restricted stock awards is also subject to the execution and nonrevocation of a release of claims in favor of the Company. The foregoing description is qualified in its entirety by the Separation Agreement and the Advisory Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.




Item 8.01 Other Events

In connection with Ms. Brandt's resignation, Kyron Johnson, Corporate Counsel, will serve as the acting General Counsel of the Company, effective as of February 3, 2023.

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Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
  No.       Description

10.1          Separation Agreement between FaZe Holdings Inc. and Tamara Brandt,
            dated January 15, 2023.

10.2          Advisory Agreement between FaZe Holdings Inc. and Tamara Brandt,
            dated January 15, 2023.

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the iXBRL document).

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