Form 8-K
8-K — GameSquare Holdings, Inc.
Accession: 0001493152-26-044197
Filed: 2026-09-24
Period: 2026-09-18
CIK: 0001714562
SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-10.3 (ex10-3.htm)
EX-10.4 (ex10-4.htm)
EX-10.5 (ex10-5.htm)
EX-10.6 (ex10-6.htm)
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GRAPHIC (ex10-2_002.jpg)
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GRAPHIC (ex10-4_001.jpg)
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GRAPHIC (ex10-6_001.jpg)
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8-K
8-K (Primary)
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2026-09-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 18, 2026
GameSquare
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
001-39389
99-1946435
(State
or Other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
6775
Cowboys Way, Ste. 1335
Frisco,
Texas, USA
75034
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
Telephone Number, Including Area Code: (216) 464-6400
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common
Stock, $0.0001 par value per share
GAME
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
September 18, 2026, the Board of Directors (the “Board”) of GameSquare Holdings, Inc. (the “Company”), including
the Compensation Committee, approved (i) the acceleration of vesting and exercisability of certain previously granted equity awards held
by Justin Kenna, the Company’s Chief Executive Officer, Amaree Vichairattanawong, the Company’s Chief Operating Officer,
and Michael Munoz, the Company’s Chief Financial Officer, and (ii) the grant of additional equity awards to each such executive
officer pursuant to the Company’s 2024 Stock Incentive Plan (the “Plan”).
Acceleration
of Outstanding Equity Awards
Mr.
Kenna previously received a grant of 58,108 restricted stock units (“RSUs”) on July 11, 2025 pursuant to the Plan. Under
the terms of such award, 25% of the RSUs vested on the grant date, 37.5% vested on the first anniversary of the grant date and the remaining
37.5%, consisting of 21,791 RSUs, was scheduled to vest on July 11, 2027, subject to continued service. On September 18, 2026, the Board
approved the acceleration of the vesting of the remaining 21,791 unvested RSUs, which became fully vested as of such date.
Mr.
Kenna also previously received an option award on July 10, 2026 to purchase 130,714 shares of the Company’s common stock pursuant
to the Plan. Under the terms of such award, 62.5% of the option shares vested on the grant date and the remaining 37.5%, consisting of
49,018 option shares, was scheduled to vest on July 10, 2027, subject to continued service. On September 18, 2026, the Board approved
the acceleration of the vesting and exercisability of the remaining 49,018 option shares, which became fully vested and immediately exercisable
as of such date.
Ms.
Vichairattanawong previously received a grant of 26,149 RSUs on February 6, 2026 pursuant to the Plan. Under the terms of such award,
6,537 RSUs vested on August 2, 2026 and the remaining 19,612 RSUs were scheduled to vest in installments on February 2, 2027,
August 2, 2027 and February 2, 2028, subject to continued service. On September 18, 2026, the Board approved the acceleration of the
vesting of the remaining 19,612 unvested RSUs, which became fully vested as of such date.
Ms.
Vichairattanawong also previously received an option award on July 10, 2026 to purchase 58,822 shares of the Company’s common stock
pursuant to the Plan. Under the terms of such award, the option shares vested in four equal installments on August 6, 2026, February
6, 2027, August 6, 2027 and February 6, 2028, subject to continued service. On September 18, 2026, the Board approved the acceleration
of the vesting and exercisability of the remaining 44,116 option shares, which became fully vested and immediately exercisable as of
such date.
Mr.
Munoz previously received a grant of 16,141 RSUs on July 11, 2025 pursuant to the Plan. Under the terms of such award, 25% of the RSUs
vested on the grant date, 37.5% vested on the first anniversary of the grant date and the remaining 37.5%, consisting of 6,052 RSUs,
was scheduled to vest on July 11, 2027, subject to continued service. On September 18, 2026, the Board approved the acceleration of the
vesting of the remaining 6,052 unvested RSUs, which became fully vested as of such date.
Mr.
Munoz also previously received an option award on July 10, 2026 to purchase 37,657 shares of the Company’s common stock pursuant
to the Plan. Under the terms of such award, 62.5% of the option shares vested on the grant date and the remaining 37.5%, consisting of
14,121 option shares, was scheduled to vest on July 10, 2027, subject to continued service. On September 18, 2026, the Board approved
the acceleration of the vesting and exercisability of the remaining 14,121 option shares, which became fully vested and immediately exercisable
as of such date.
New
Equity Awards
On
September 18, 2026, the Board, including the Compensation Committee, also approved discretionary equity awards to Mr. Kenna, Ms. Vichairattanawong
and Mr. Munoz pursuant to the Plan.
The
awards granted to Mr. Kenna consisted of (i) 52,313 RSUs, with each RSU representing the right to receive one share of the Company’s
common stock, and (ii) a stock option to purchase 52,313 shares of the Company’s common stock, in each case subject to the terms
and conditions of the Plan and the applicable award agreements. The RSUs vested in full immediately upon grant and were settled through
the issuance of 52,313 shares of the Company’s common stock on September 18, 2026. The option award vested in full and became fully
exercisable immediately upon grant.
The
awards granted to Ms. Vichairattanawong consisted of (i) 34,875 RSUs, with each RSU representing the right to receive one share of the
Company’s common stock, and (ii) a stock option to purchase 34,875 shares of the Company’s common stock, in each case subject
to the terms and conditions of the Plan and the applicable award agreements. The RSUs vested in full immediately upon grant and were
settled through the issuance of 34,875 shares of the Company’s common stock on September 18, 2026. The option award vested in full
and became fully exercisable immediately upon grant.
The
awards granted to Mr. Munoz consisted of (i) 26,156 RSUs, with each RSU representing the right to receive one share of the Company’s
common stock, and (ii) a stock option to purchase 26,156 shares of the Company’s common stock, in each case subject to the terms
and conditions of the Plan and the applicable award agreements. The RSUs vested in full immediately upon grant and were settled through
the issuance of 26,156 shares of the Company’s common stock on September 18, 2026. The option award vested in full and became fully
exercisable immediately upon grant.
The
foregoing descriptions of the accelerated vesting of the outstanding equity awards and the new equity awards do not purport to be complete
and are qualified in their entirety by reference to the applicable award agreements filed as exhibits to this Current Report on Form
8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No.
Description
10.1
Restricted
Share Unit Award Agreement, dated September 18, 2026, by and between the Company and Justin Kenna.
10.2
Option Agreement, dated September 18, 2026, by and between the Company and Justin Kenna.
10.3
Restricted
Share Unit Award Agreement, dated September 18, 2026, by and between the Company and Amaree Vichairattanawong.
10.4
Option Agreement, dated September 18, 2026, by and between the Company and Amaree Vichairattanawong.
10.5
Restricted
Share Unit Award Agreement, dated September 18, 2026, by and between the Company and Michael Munoz.
10.6
Option Agreement, dated September 18, 2026, by and between the Company and Michael Munoz.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GAMESQUARE
HOLDINGS, INC.
(Registrant)
Date:
September 24, 2026
By:
/s/
Justin Kenna
Name:
Justin
Kenna
Title:
Chief
Executive Officer, President, and Chairman
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit 10.1
Restricted
Share Unit Grant
GameSquare
Holdings, Inc.
Grantee:
Justin Kenna
We
are pleased to provide you with confirmation of a grant of restricted stock units (“RSUs”) under the current GameSquare
Holdings, Inc. (“GameSquare”) Incentive Plan (the “Incentive Plan”) in connection with your service
to GameSquare. Certain terms of your RSU grant are as follows:
Restricted
Stock Unit Terms
Restricted
Stock:
You
have been granted 52,313 RSUs of GameSquare.
Grant
Date:
September
18, 2026
Vesting
Schedule:
The
RSUs granted herein shall become vested as follows:
● 100%
on the Grant Date
Restrictive
Legend: If the Shares issuable upon the vesting of the RSUs are not registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws, the Shares may not be issued in the “United States”
(as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the
U.S. Securities Act is available. Any Shares issued to a Recipient in the United States that have not been registered under the U.S.
Securities Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear
a restrictive legend to such effect.
In
addition to the terms stated in this grant letter, your RSU grant shall be subject to the terms and conditions of the Incentive Plan.
Thank
you for your contributions to the growth of GameSquare.
Sincerely,
GameSquare Holdings, Inc.
By:
/s/
John Wilk
John
Wilk
Secretary
6775
Cowboys Way, Suite 1335
Frisco,
TX 75034
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
Exhibit
10.2
GAMESQUARE
HOLDINGS, INC.
OPTION
AGREEMENT
This
Option Agreement is entered into between GameSquare Holdings, Inc. (the “Company”) and the Optionee named below pursuant
to the current Incentive Plan of the Company (as may be amended or superseded, the “Plan”), and confirms that:
1.
on September 18, 2026 (the “Grant Date”);
2. Justin
Kenna (the “Optionee”);
3.
was granted the option to purchase 52,313 common shares (the “Optioned Shares”) of the Company;
4.
for the price of US$3.31 per Optioned Share (the “Exercise Price”);
5.
exercisable from time to time after vesting up to, but not after, September 17, 2031; and
6.
the Optioned Shares shall vest, on the terms and subject to the conditions set out in the Plan, on the following
schedule:
● 100%
on the Grant Date
7. Exercise
of Options. In order to exercise the Option, the Optionee shall notify the Company in the form annexed hereto as Schedule
“A”, whereupon the Company shall use reasonable efforts to cause the Optionee to receive a certificate representing the
relevant number of fully paid and non-assessable Shares in the Company.
8. Transfer
of Option. The Option is not-transferable or assignable except in accordance with the Plan.
9. U.S.
Securities Laws. If the Options and the Shares are not registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”), or any state securities laws, the Options may not be exercised in the “United
States” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration
requirements of the U.S. Securities Act is available. Any Shares issued to Optionee in the United States that have not been
registered under the U.S. Securities Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the
U.S. Securities Act) and bear a restrictive legend to such effect.
10. Inconsistency.
This Option Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction
between the terms of this Option Agreement and the Plan, the terms of the Plan shall govern.
11. Severability.
Wherever possible, each provision of this Option Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision
or any other jurisdiction, but this Option Agreement shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
-2-
12. Entire
Agreement. This Option Agreement and the Plan embody the entire agreement and understanding among the parties and supersede and
pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to
the subject matter hereof in any way.
13. Successors
and Assigns. This Option Agreement shall bind and enure to the benefit of the Optionee and the Company and their respective
successors and permitted assigns.
14. Governing
Law. This Agreement and the Option shall be governed by and interpreted and enforced in accordance with the laws of the State of
Delaware.
15. Counterparts.
This Option Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
16. Additional
Terms. The Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of
the Plan and this Option Agreement. Additionally, the grant of Options herein shall be subject to the receipt of any required
regulatory or shareholder approval.
GAMESQUARE
HOLDINGS, INC.
OPTIONEE
/s/
John Wilk
/s/
Justin Kenna
John
Wilk
Justin
Kenna
Secretary
-3-
SCHEDULE
“A”
ELECTION
TO EXERCISE STOCK OPTIONS
TO:
GAMESQUARE HOLDINGS, INC. (the “Company”)
The
undersigned Optionee hereby elects to exercise Options granted by the Company to the undersigned pursuant to a Grant Agreement dated
September 18, 2026, under the Company’s Incentive Plan (the “Plan”), for the number Shares set forth below. Capitalized
terms used herein and not otherwise defined shall have the meanings given to them in the Plan.
Number
of Shares to be Acquired: ___________________
Option
Exercise Price (per Share): USD $3.31
Aggregate
Purchase Price: Amount enclosed that is payable on account of this Option exercise: $____________________, and the Optionee hereby tenders
a certified cheque, bank draft or other form of payment confirmed as acceptable by the Company for such aggregate purchase price, and,
if applicable, all source deductions, and directs such Shares to be registered in the name of ________________________________________.
Optionee’s name)
By
executing this Election to Exercise Stock Options, the undersigned hereby confirms that the undersigned has read the Plan and agrees
to be bound by the provisions of the Plan.
I
hereby agree to file on a timely basis, or the Company may agree to file on my behalf, all insider reports and other reports that I may
be required to file under applicable securities laws. I understand that this request to exercise my Options is irrevocable.
DATED
this ___day of _______________, 20__.
Signature
of Optionee: ________________________
Name
of Optionee: _________________________
(please
print)
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 4
Exhibit
10.3
Restricted
Share Unit Grant
GameSquare
Holdings, Inc.
Grantee:
Amaree Vichairattanawong
We
are pleased to provide you with confirmation of a grant of restricted stock units (“RSUs”) under the current GameSquare
Holdings, Inc. (“GameSquare”) Incentive Plan (the “Incentive Plan”) in connection with your service
to GameSquare. Certain terms of your RSU grant are as follows:
Restricted
Stock Unit Terms
Restricted
Stock:
You
have been granted 34,875 RSUs of GameSquare.
Grant
Date:
September
18, 2026
Vesting
Schedule:
The
RSUs granted herein shall become vested as follows:
● 100%
on the Grant Date
Restrictive
Legend: If the Shares issuable upon the vesting of the RSUs are not registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws, the Shares may not be issued in the “United States”
(as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the
U.S. Securities Act is available. Any Shares issued to a Recipient in the United States that have not been registered under the U.S.
Securities Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear
a restrictive legend to such effect.
In
addition to the terms stated in this grant letter, your RSU grant shall be subject to the terms and conditions of the Incentive Plan.
Thank
you for your contributions to the growth of GameSquare.
Sincerely,
GameSquare Holdings, Inc.
By:
/s/
John Wilk
John
Wilk
Secretary
6775
Cowboys Way, Suite 1335
Frisco, TX 75034
EX-10.4
EX-10.4
Filename: ex10-4.htm · Sequence: 5
Exhibit
10.4
GAMESQUARE
HOLDINGS, INC.
OPTION
AGREEMENT
This
Option Agreement is entered into between GameSquare Holdings, Inc. (the “Company”) and the Optionee named below pursuant
to the current Incentive Plan of the Company (as may be amended or superseded, the “Plan”), and confirms that:
1.
on September 18, 2026 (the “Grant Date”);
2.
Amaree Vichairattanawong (the “Optionee”);
3.
was granted the option to purchase 34,875 common shares (the “Optioned Shares”) of the Company;
4.
for the price of US$3.31 per Optioned Share (the “Exercise Price”);
5.
exercisable from time to time after vesting up to, but not after, September 17, 2031; and
6.
the Optioned Shares shall vest, on the terms and subject to the conditions set out in the Plan, on the following schedule:
● 100%
on the Grant Date
7.
Exercise of Options. In order to exercise the Option, the Optionee shall notify the Company in the form annexed hereto as Schedule
“A”, whereupon the Company shall use reasonable efforts to cause the Optionee to receive a certificate representing the relevant
number of fully paid and non-assessable Shares in the Company.
8.
Transfer of Option. The Option is not-transferable or assignable except in accordance with the Plan.
9.
U.S. Securities Laws. If the Options and the Shares are not registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”), or any state securities laws, the Options may not be exercised in the “United States”
(as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the
U.S. Securities Act is available. Any Shares issued to Optionee in the United States that have not been registered under the U.S. Securities
Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive
legend to such effect.
10.
Inconsistency. This Option Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency
or contradiction between the terms of this Option Agreement and the Plan, the terms of the Plan shall govern.
11.
Severability. Wherever possible, each provision of this Option Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision or any other jurisdiction, but this Option Agreement shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
-2-
12.
Entire Agreement. This Option Agreement and the Plan embody the entire agreement and understanding among the parties and supersede
and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.
13.
Successors and Assigns. This Option Agreement shall bind and enure to the benefit of the Optionee and the Company and their respective
successors and permitted assigns.
14.
Governing Law. This Agreement and the Option shall be governed by and interpreted and enforced in accordance with the laws of
the State of Delaware.
15.
Counterparts. This Option Agreement may be executed in separate counterparts, each of which is deemed to be an original and all
of which taken together constitute one and the same agreement.
16.
Additional Terms. The Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions
of the Plan and this Option Agreement. Additionally, the grant of Options herein shall be subject to the receipt of any required regulatory
or shareholder approval.
GAMESQUARE
HOLDINGS, INC.
OPTIONEE
/s/
John Wilk
/s/
Amaree Vichairattanawong
John
Wilk
Amaree
Vichairattanawong
Secretary
-3-
SCHEDULE
“A”
ELECTION
TO EXERCISE STOCK OPTIONS
TO:
GAMESQUARE HOLDINGS, INC. (the “Company”)
The
undersigned Optionee hereby elects to exercise Options granted by the Company to the undersigned pursuant to a Grant Agreement dated
September 18, 2026, under the Company’s Incentive Plan (the “Plan”), for the number Shares set forth below. Capitalized
terms used herein and not otherwise defined shall have the meanings given to them in the Plan.
Number
of Shares to be Acquired: ___________________
Option
Exercise Price (per Share): USD $3.31
Aggregate
Purchase Price: Amount enclosed that is payable on account of this Option exercise: $____________________, and the Optionee hereby tenders
a certified cheque, bank draft or other form of payment confirmed as acceptable by the Company for such aggregate purchase price, and,
if applicable, all source deductions, and directs such Shares to be registered in the name of _________________________________________.
Optionee’s name)
By
executing this Election to Exercise Stock Options, the undersigned hereby confirms that the undersigned has read the Plan and agrees
to be bound by the provisions of the Plan.
I
hereby agree to file on a timely basis, or the Company may agree to file on my behalf, all insider reports and other reports that I may
be required to file under applicable securities laws. I understand that this request to exercise my Options is irrevocable.
DATED this ___day of _______________, 20__.
Signature of Optionee: _____________________
Name
of Optionee: ________________________
(please
print)
EX-10.5
EX-10.5
Filename: ex10-5.htm · Sequence: 6
Exhibit
10.5
Restricted
Share Unit Grant
GameSquare
Holdings, Inc.
Grantee:
Michael Munoz
We are pleased to provide you with confirmation of a grant of restricted stock units (“RSUs”) under the current GameSquare
Holdings, Inc. (“GameSquare”) Incentive Plan (the “Incentive Plan”) in connection with your service
to GameSquare. Certain terms of your RSU grant are as follows:
Restricted
Stock Unit Terms
Restricted
Stock:
You have been granted 26,156 RSUs of GameSquare.
Grant
Date:
September 18, 2026
Vesting
Schedule:
The RSUs granted herein shall become vested as follows:
● 100%
on the Grant Date
Restrictive
Legend: If the Shares issuable upon the vesting of the RSUs are not registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws, the Shares may not be issued in the “United States”
(as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the
U.S. Securities Act is available. Any Shares issued to a Recipient in the United States that have not been registered under the U.S.
Securities Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear
a restrictive legend to such effect.
In
addition to the terms stated in this grant letter, your RSU grant shall be subject to the terms and conditions of the Incentive Plan.
Thank
you for your contributions to the growth of GameSquare.
Sincerely,
GameSquare
Holdings, Inc.
By:
/s/
John Wilk
John
Wilk
Secretary
6775
Cowboys Way, Suite 1335
Frisco,
TX 75034
EX-10.6
EX-10.6
Filename: ex10-6.htm · Sequence: 7
Exhibit
10.6
GAMESQUARE
HOLDINGS, INC.
OPTION
AGREEMENT
This
Option Agreement is entered into between GameSquare Holdings, Inc. (the “Company”) and the Optionee named below pursuant
to the current Incentive Plan of the Company (as may be amended or superseded, the “Plan”), and confirms that:
1.
on September 18, 2026 (the “Grant Date”);
2.
Michael Munoz (the “Optionee”);
3.
was granted the option to purchase 26,156 common shares (the “Optioned Shares”) of the Company;
4.
for the price of US$3.31 per Optioned Share (the “Exercise Price”);
5.
exercisable from time to time after vesting up to, but not after, September 17, 2031; and
6.
the Optioned Shares shall vest, on the terms and subject to the conditions set out in the Plan, on the following schedule:
● 100%
on the Grant Date
7.
Exercise of Options. In order to exercise the Option, the Optionee shall notify the Company in the form annexed hereto as Schedule
“A”, whereupon the Company shall use reasonable efforts to cause the Optionee to receive a certificate representing the relevant
number of fully paid and non-assessable Shares in the Company.
8.
Transfer of Option. The Option is not-transferable or assignable except in accordance with the Plan.
9.
U.S. Securities Laws. If the Options and the Shares are not registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”), or any state securities laws, the Options may not be exercised in the “United States”
(as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the
U.S. Securities Act is available. Any Shares issued to Optionee in the United States that have not been registered under the U.S. Securities
Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive
legend to such effect.
10.
Inconsistency. This Option Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency
or contradiction between the terms of this Option Agreement and the Plan, the terms of the Plan shall govern.
11.
Severability. Wherever possible, each provision of this Option Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision or any other jurisdiction, but this Option Agreement shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.
-2-
12.
Entire Agreement. This Option Agreement and the Plan embody the entire agreement and understanding among the parties and supersede
and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.
13.
Successors and Assigns. This Option Agreement shall bind and enure to the benefit of the Optionee and the Company and their respective
successors and permitted assigns.
14.
Governing Law. This Agreement and the Option shall be governed by and interpreted and enforced in accordance with the laws of
the State of Delaware.
15.
Counterparts. This Option Agreement may be executed in separate counterparts, each of which is deemed to be an original and all
of which taken together constitute one and the same agreement.
16.
Additional Terms. The Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions
of the Plan and this Option Agreement. Additionally, the grant of Options herein shall be subject to the receipt of any required regulatory
or shareholder approval.
GAMESQUARE
HOLDINGS, INC.
OPTIONEE
/s/
John Wilk
/s/
Michael Munoz
John Wilk
Michael
Munoz
Secretary
-3-
SCHEDULE
“A”
ELECTION
TO EXERCISE STOCK OPTIONS
TO:
GAMESQUARE HOLDINGS, INC. (the “Company”)
The
undersigned Optionee hereby elects to exercise Options granted by the Company to the undersigned pursuant to a Grant Agreement dated
September 18, 2026, under the Company’s Incentive Plan (the “Plan”), for the number Shares set forth below. Capitalized
terms used herein and not otherwise defined shall have the meanings given to them in the Plan.
Number
of Shares to be Acquired: ___________________
Option
Exercise Price (per Share): USD $3.31
Aggregate
Purchase Price: Amount enclosed that is payable on account of this Option exercise: $____________________, and the Optionee hereby tenders
a certified cheque, bank draft or other form of payment confirmed as acceptable by the Company for such aggregate purchase price, and,
if applicable, all source deductions, and directs such Shares to be registered in the name of ___________________________________________.
Optionee’s name)
By
executing this Election to Exercise Stock Options, the undersigned hereby confirms that the undersigned has read the Plan and agrees
to be bound by the provisions of the Plan.
I
hereby agree to file on a timely basis, or the Company may agree to file on my behalf, all insider reports and other reports that I may
be required to file under applicable securities laws. I understand that this request to exercise my Options is irrevocable.
DATED this ___day of _______________, 20__.
Signature of Optionee: _____________________
Name
of Optionee: _______________________
(please
print)
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v3.26.3
Cover
Sep. 18, 2026
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Entity File Number
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GameSquare
Holdings, Inc.
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0001714562
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99-1946435
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
6775
Cowboys Way
Entity Address, Address Line Two
Ste. 1335
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Frisco
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