Investor Presentaiton
DISCLAIMER [CONT.)
For the avoidance of doubt, none of the SEC nor any securities commission or similar regulatory agency of any other U.S. or non-U.S. jurisdiction has reviewed, evaluated, approved or disapproved of the Proposed Transaction, including the
proposed business combination presented herein or the securities, or determined that this Presentation is truthful or complete. To the fullest extent permitted by law in no circumstances will SPAC, FaZe or any of their respective subsidiaries, equity
holders, affiliates, directors, officers, employees, representatives, advisers or agents be responsible or liable for a direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on
the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith.
Participants in Solicitation
BRPM and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of BRPM's stockholders in connection with the Proposed Transaction. Stockholders of BRPM may obtain more detailed
information regarding the names, affiliations and interests of BRPM's directors and executive officers in BRPM's Form S-1 and in the Proxy Statement/Registration Statement when available. Information concerning the interests of BRPM's
participants in the solicitation, which may, in some cases, be different than those of BRPM's stockholders generally, will be set forth in the Proxy Statement/Registration Statement when it becomes available.
Statement Regarding Non-GAAP Financial measures
The financial information and data contained this presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented
differently in, any proxy statement, prospectus or other report or document to be filed or furnished by BRPM, FaZe, any successor entity, or any entity that is party to the Proposed Transaction with the SEC. Certain financial measures in this
Presentation are not calculated pursuant to U.S. generally accepted accounting principles ("GAAP"). These non GAAP financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in
accordance with GAAP.
There are a number of limitations related to the use of these non-GAAP financial measures as compared to their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other
measures to evaluate their performance, all of which could reduce the usefulness of the non-GAAP financial measures herein as tools for comparison. You should review FaZe's audited financial statements, which will be presented in the Proxy
Statement/Registration Statement to be filed with the SEC in connection with the Proposed Transaction, and not rely on any single financial measure to evaluate FaZe's business.
Use of Projections
This Presentation also contains certain financial forecasts, including projected annual revenue, gross profit and EBITDA. FaZe's independent auditors have not studied, reviewed, compiled or performed any procedures with respect to the projections
for the purpose of their inclusion in this Presentation, and accordingly, no independent auditor has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. These projections are for
illustrative purposes only and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors
outside of SPAC's FaZe's control. While all financial projections, estimates and targets are necessarily speculative, SPAC and FaZe believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty
the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance or that actual results will not differ materially from those
presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will
be achieved.
Industry and Market Data
Although all information and opinions expressed in this Presentation, including market data and other statistical information, were obtained from sources believed to be reliable and are included in good faith, FaZe and BRPM have not
independently verified the information and make no representation or warranty, express or implied, as to its accuracy or completeness. Some data is also based on the good faith estimates of FaZe and BRPM, which are derived from their respective
reviews of internal sources as well as the independent sources described above.
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