East Side Games Group Inc. — Proxy Solicitation & Information Statement 2020

Mar 3, 2020

• 5 -

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

Suite 2900 - 550 Burrard Street

Vancouver, British Columbia V6C 0A3

NOTICE OF ANNUAL AND SPECIAL MEETING OF CAPRICE SHAREHOLDERS

TAKE NOTICE that an annual and special meeting (the " Caprice Meeting ") of the shareholders (the " Caprice Shareholders ") of Caprice Business Development Canada Inc. (" Caprice ") will be held at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia Street, Vancouver, BC, V6B 5A1 on April 2, 2020, at 10:30 a.m. (Vancouver time) for the following purposes:

1. to receive the audited financial statements of Caprice for the financial year ended December 31, 2019, together with the auditor's report thereon;

2. to elect directors of the Company for the ensuing year;

3. to re-appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as auditors of Caprice for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

4. to approve the renewal of Caprice’s 10% rolling stock option plan, as more particularly set out in the accompanying Information Circular

5. to consider and, if deemed advisable, approve, with or without variation, a special resolution to approve:

   • (a) the amalgamation agreement (the " Amalgamation Agreement ") between Caprice, 1182533 B.C. Ltd. (d/b/a "Leaf Digital Studios")(" Leaf ") and 1220311 B.C. Ltd. (" Subco "), the form of which is attached as Appendix F to this Information Circular, pursuant to which it is proposed that Leaf and Subco will amalgamate (the " Amalgamation ") and continue as one corporation under the name "1182533 B.C. Ltd." pursuant to the provisions of the British Columbia Business Corporations Act ;

   • (b) the Amalgamation and the consummation of the transactions contemplated thereby, including the issuance of Caprice common shares that would result in Eastside Games Inc. becoming a "control person" of Caprice, as such term is defined under the policies of the TSX Venture Exchange; and

6. to transact such other business as may properly come before the Caprice Meeting or any adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be considered at the Caprice Meeting. Also accompanying this notice is a form of proxy. Any adjournment of the Caprice Meeting will be held at a time and place to be specified at the Caprice Meeting. Only shareholders of Caprice of record at the close of business on February 19, 2020 will be entitled to receive notice of and vote at the Caprice Meeting.

If you are unable to attend the Caprice Meeting in person, please complete, sign and date the form of proxy and return the same within the time and to the location set out in the form of proxy accompanying this notice. If you are a non-registered shareholder of Caprice and receive these materials through your broker or another intermediary, please complete and return the materials

8694862.1

• 6 -

in accordance with the instructions provided to you by your broker or intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Caprice Meeting.

DATED at Vancouver, British Columbia, on February 14, 2020.

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

"Derek Lew"

_____________________________ Per Derek Lew, CEO

8694862.1

• 3 -

1182533 B.C. LTD.

(d/b/a "Leaf Digital Studios") Suite 700 - 401 West Georgia Street Vancouver, British Columbia V6B 5A1

NOTICE OF SPECIAL MEETING OF LEAF SHAREHOLDERS

TAKE NOTICE that a special meeting (the " Leaf Meeting ") of the shareholders (the " Leaf Shareholders ") of 1182533 B.C. LTD. (" Leaf ") will be held at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia Street, Vancouver, BC, V6B 5A1 on April 2, 2020, at 10:00 a.m. (Vancouver time) for the following purposes:

1. to consider and, if deemed advisable, approve, with or without variation, a special resolution to approve:

   • (a) the amalgamation agreement (the " Amalgamation Agreement ") between Leaf, Caprice Business Development Canada Inc. (" Caprice ") and 1220311 B.C. Ltd. (" Subco "), the form of which is attached as Appendix F to this Information Circular, pursuant to which it is proposed that Leaf and Subco will amalgamate (the " Amalgamation ") and continue as one corporation under the name "1182533 B.C. Ltd." pursuant to the provisions of the British Columbia Business Corporations Act ;

   • (b) the Amalgamation and the consummation of the transactions contemplated thereby; and

2. to transact such other business as may properly come before the Leaf Meeting or any adjournment thereof.

Each Leaf Shareholder (a " Dissenting Shareholder ") is entitled to dissent in respect of the Amalgamation in accordance with Section 272 of the British Columbia Business Corporations Act (" BCA "). Strict compliance with the provisions of the BCA is required in order to exercise the right to dissent. Provided the Amalgamation becomes effective, each Dissenting Shareholder will be entitled to be paid by Amalco the fair value of such Dissenting Shareholders' Leaf Common Shares in respect of which such Dissenting Shareholder dissents in accordance with Section 272 of the BCA. Additional information is more particularly set forth in the Information Circular.

The accompanying Information Circular provides additional information relating to the matters to be considered at the Leaf Meeting. Also accompanying this notice is a form of proxy. Any adjournment of the Leaf Meeting will be held at a time and place to be specified at the Leaf Meeting. Only shareholders of Leaf of record at the close of business on February 14, 2020 will be entitled to receive notice of and vote at the Leaf Meeting.

If you are unable to attend the Leaf Meeting in person, please complete, sign and date the form of proxy and return the same within the time and to the location set out in the form of proxy accompanying this notice.

DATED at Vancouver, British Columbia, on February 14, 2020.

8694862.1

• 4 -

By order of the board of directors of

1182533 B.C. LTD.

"Darcy Taylor"

_____________________________ Per Darcy Taylor, President

8694862.1