ARRANGEMENT AGREEMENT

between

PURE CASINO ENTERTAINMENT LIMITED PARTNERSHIP, by its general partner, INDIGENOUS GAMING PARTNERS INC.

and

2799593 ALBERTA LTD.

and

GAMEHOST INC.

and

GAMEHOST MANAGEMENT INC.

and

GAMEHOST LIMITED PARTNERSHIP, by its general partner, GAMEHOST MANAGEMENT INC.

and

2802028 ALBERTA LTD.

MARCH 30, 2026

ARTICLE 1 INTERPRETATION... 2
1.1 Definitions ... 2
1.2 Interpretation Not Affected by Headings, etc. ... 18
1.3 Number, etc. ... 19
1.4 Date for Any Action ... 19
1.5 Entire Agreement ... 19
1.6 Currency ... 19
1.7 Accounting Matters ... 19
1.8 Disclosure in Writing ... 19
1.9 References to Legislation ... 19
1.10 Knowledge ... 20
1.11 No Strict Construction ... 20
1.12 Schedules ... 20

ARTICLE 2 THE ARRANGEMENT AND GAMEHOST MEETING ... 20
2.1 Plan of Arrangement ... 20
2.2 Gamehost Board Recommendation ... 22
2.3 Circular and Gamehost Meeting ... 23
2.4 Court Proceedings ... 25
2.5 Effective Date ... 26
2.6 Payment of Consideration ... 26
2.7 Gamehost Director and Officer Matters ... 26
2.8 Related Party Termination Agreements ... 27
2.9 Withholdings ... 27

ARTICLE 3 COVENANTS AND ADDITIONAL AGREEMENTS ... 28
3.1 Conduct of Business of Gamehost ... 28
3.2 Covenants Regarding the Arrangement ... 33
3.3 Additional Covenants of Purchaser ... 36
3.4 Additional Covenants of Gamehost ... 37
3.5 Key Regulatory Approvals ... 40
3.6 Pre-Acquisition Reorganization ... 42
3.7 Subdivision of Commercial Building Parcel ... 44
3.8 Risk of Loss ... 44

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3.9 Additional Covenants of Gamehost... 46

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER... 48
4.1 Representations and Warranties of Purchaser... 48
4.2 Investigation... 50
4.3 Disclaimer... 51
4.4 Survival of Representations and Warranties... 51

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF GAMEHOST... 51
5.1 Representations and Warranties of Gamehost... 51
5.2 Investigation... 79
5.3 Disclaimer... 79
5.4 Survival of Representations and Warranties... 79

ARTICLE 6 CONDITIONS PRECEDENT... 79
6.1 Mutual Conditions Precedent... 79
6.2 Additional Conditions to Obligations of Purchaser... 80
6.3 Additional Conditions to Obligations of Gamehost... 82
6.4 Notice and Cure Provisions... 82
6.5 Merger of Conditions... 83

ARTICLE 7 ADDITIONAL AGREEMENTS... 83
7.1 Covenants Regarding Non-Solicitation... 83
7.2 Purchaser Disposition of Rights... 89
7.3 Purchaser Expense Reimbursement... 91
7.4 Gamehost Disposition of Rights... 92
7.5 Quantum of Termination Amounts and Specific Performance... 92
7.6 Fees and Expenses... 93
7.7 Access to Information; Confidentiality... 93
7.8 Brokers... 95
7.9 Privacy Issues... 95

ARTICLE 8 AMENDMENT... 97
8.1 Amendment... 97

ARTICLE 9 TERMINATION... 98
9.1 Termination... 98
9.2 Notice and Effect of Termination... 99
9.3 Waiver... 99

ARTICLE 10 NOTICES... 100
10.1 Notices... 100

ARTICLE 11 GENERAL... 101
11.1 Binding Effect... 101
11.2 Assignment and Enurement... 101
11.3 Disclosure... 101
11.4 Severability... 102
11.5 Further Assurances... 102
11.6 Time of Essence... 102
11.7 Governing Law... 102
11.8 Specific Performance... 102
11.9 Third Party Beneficiaries... 103
11.10 Purchaser Parent Guarantee... 103
11.11 No Liability... 106
11.12 Counterparts... 106

SCHEDULES
Schedule A - Plan of Arrangement
Schedule B - Form of Gamehost Transaction Resolution
Schedule C - Leaseback Lands
Schedule D - Permitted Encumbrances

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ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated March 30, 2026

BETWEEN:

PURE CASINO ENTERTAINMENT LIMITED PARTNERSHIP, by its general partner, INDIGENOUS GAMING PARTNERS INC.

and -

2799593 ALBERTA LTD., a corporation existing under the laws of the Province of Alberta

and -

GAMEHOST INC., a corporation existing under the laws of the Province of Alberta

and -

GAMEHOST MANAGEMENT INC., a corporation existing under the laws of the Province of Alberta

and -

GAMEHOST LIMITED PARTNERSHIP, by its general partner, GAMEHOST MANAGEMENT INC.

and -

2802028 ALBERTA LTD., a corporation existing under the laws of the Province of Alberta

WHEREAS Purchaser and Gamehost wish to complete a transaction involving the acquisition by Purchaser of all the issued and outstanding Gamehost Shares in accordance with the terms set out herein;

AND WHEREAS Purchaser and Gamehost wish to carry out the transactions contemplated by this Agreement by way of a plan of arrangement of Gamehost under section 193 of the ABCA;

AND WHEREAS the Gamehost Board has unanimously determined that it would be in the best interests of Gamehost to enter into this Agreement and to complete the transactions contemplated herein;

AND WHEREAS upon, among other things, the advice of the Financial Advisor, the Gamehost Board has unanimously determined (i) that the Arrangement is fair to the Gamehost Shareholders; and (ii) to recommend that the Gamehost Shareholders vote in favour of the Gamehost Transaction Resolution;

AND WHEREAS concurrently with the execution of this Agreement, Purchaser has entered into the Gamehost Support Agreements with the Supporting Gamehost Shareholders;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Whenever used in this Agreement, including the preamble and recitals hereto, unless there is something in the context or subject matter inconsistent therewith, the following defined words and terms have the indicated meanings and grammatical variations of such words and terms have corresponding meanings:

“ABCA” means the Business Corporations Act, RSA 2000, c B-9;

“Acquisition Proposal” means (other than the transactions contemplated by this Agreement, the Gamehost Support Agreements and the Sale-Leaseback Transaction) any proposal, expression of interest, inquiry or offer from, or public announcement of an intention by, any Person, or group of Persons “acting jointly or in concert” within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids (other than Purchaser or its affiliates) whether or not in writing and whether or not delivered to Gamehost or the Gamehost Shareholders and whether or not subject to due diligence or other conditions, or whether in one transaction or a series of transactions, that relates to, or may reasonably be expected to relate to:

(a) any direct or indirect sale, issuance or acquisition of shares or other securities (or securities convertible, exchangeable or exercisable for shares or other securities) of Gamehost or its subsidiaries that, when taken together with the shares and other securities of Gamehost or its subsidiaries held by the proposed acquirer and any Person acting jointly or in concert with such acquirer, represent 20% or more of any class of equity or voting securities of Gamehost or its subsidiaries or rights or interests therein and thereto;

(b) any direct or indirect acquisition or purchase of (i) Gamehost’s assets representing 20% or more of its consolidated assets or to which 20% or more of Gamehost’s revenues or earnings on a consolidated basis are attributable (or any joint venture,

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lease, long-term supply agreement or other arrangement having the same economic effect as an acquisition or purchase) of Gamehost and its subsidiaries taken as a whole (and, for greater certainty, assets shall include shares of subsidiaries owned by Gamehost), or (ii) any or all of the Leaseback Properties;

(c) an amalgamation, arrangement, share exchange, merger, business combination, joint venture, consolidation, recapitalization, liquidation, dissolution, winding-up, reorganization or other similar transaction involving (i) Gamehost or its subsidiaries that collectively own assets representing 20% or more of its consolidated assets or to which 20% or more of Gamehost’s revenues or earnings on a consolidated basis are attributable of Gamehost and its subsidiaries taken as a whole, or (ii) any or all of the Leaseback Properties;

(d) any take-over bid, issuer bid, exchange offer or similar transaction involving Gamehost or its subsidiaries that, if consummated, would result in a Person or group of Persons acting jointly or in concert with such Person acquiring beneficial ownership of 20% or more of any class of equity or voting securities of Gamehost or any of its subsidiaries; or

(e) any other similar transaction or series of transactions involving Gamehost or any of its subsidiaries.

“affiliate” means any Person that is affiliated with another Person in accordance with the meaning of the Securities Act;

“AGLC” means the Alberta Gaming, Liquor and Cannabis Commission and its successors and assigns;

“Agreement”, “herein”, “hereof”, “hereto”, “hereunder” and similar expressions mean and refer to this Arrangement Agreement (including the Schedules hereto) as supplemented, modified or amended, and not to any particular article, section, schedule or other portion thereof;

“Agreement Date” means March 30, 2026;

“AiGC” means the Alberta iGaming Corporation and its successors and assigns;

“Anti-Corruption Laws” means collectively, the FCPA, the Corruption of Foreign Public Officials Act (Canada), Part IV of the Criminal Code (Canada), the Money Laundering Laws and the rules and regulations under any other Applicable Laws covering a similar subject matter;

“Anti-Spam Laws” means CASL, CASL Guidance and any other Laws governing spam or unsolicited electronic communications;

“Applicable Laws” means, in any context that refers to one or more Persons or its or their respective businesses, activities, properties, assets, undertakings or securities, the Laws that apply to such Person or Persons or its or their respective businesses, activities, properties, assets, undertakings or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their respective businesses, activities, properties, assets,

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undertakings or securities and includes Anti-Corruption Laws, Anti-Spam Laws, Applicable Securities Laws, Economic Sanctions, Environmental Laws, Gaming Laws and OHSL;

"Applicable Securities Laws" has the meaning ascribed thereto in the Plan of Arrangement;

"ARC" means an advance ruling certificate issued by the Commissioner under section 102 of the Competition Act;

"Arrangement" has the meaning ascribed thereto in the Plan of Arrangement;

"Articles of Arrangement" has the meaning ascribed thereto in the Plan of Arrangement;

"associate" has the meaning ascribed thereto in the Securities Act;

"Business" means, collectively, the ownership and operation of the Great Northern Casino (located at the Great Northern Casino Lands), the Service Plus Inns & Suites and the Commercial Building (located at the Service Plus Inns & Suites Lands), the Encore Suites by Service Plus Inns (located at the Encore Suites Lands), the Rivers Casino (located at the Fort McMurray Premises) and the Deerfoot Inn & Casino (located at the Deerfoot Inn & Casino Lands), including, in each case (as applicable), the ownership of the Leaseback Properties used in connection with the operation thereof;

"Business Day" means any day, other than a Saturday, Sunday, or a statutory holiday in the Province of Alberta or New York, New York;

"CASL" means An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying out Commercial Activities, and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada);

"CASL Guidance" means all guidance relating to CASL published by the CRTC or other Governmental Authority, including all guidelines, all compliance and enforcement information bulletins, all enforcement advisories, all regulatory impact analysis statements, all compliance and enforcement decisions and all undertakings entered into with the CRTC;

"Casualty" has the meaning ascribed thereto in Section 3.8(a);

"Casualty/Condemnation Notice and Related Materials" has the meaning ascribed thereto in Section 3.8(a);

"CEM" means a commercial electronic message, as such term is defined in CASL, or similar term under other Anti-Spam Laws;

"Certificate" has the meaning ascribed thereto in the Plan of Arrangement;

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"Circular" means the management information circular of Gamehost to be sent by Gamehost to the Gamehost Shareholders (and any other Persons required by the Interim Order) in connection with the Gamehost Meeting, together with any amendments thereto or supplements thereof;

"Commercial Building" means the approximately 10,530 square-foot multi-tenant building located in Grande Prairie, Alberta adjacent to the Service Plus Inns and Suites on the Service Plus Inns & Suites Lands, including all Fixtures permanently affixed to or otherwise incorporated into such building;

"Commercial Building Parcel" means that portion of the Service Plus Inns & Suites Lands associated with the Commercial Building;

"Commercial Building Property" means the Commercial Building Parcel and the Commercial Building;

"Commissioner" means the Commissioner of Competition appointed under the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition and includes the Commissioner's representatives where the context requires and includes the Competition Bureau;

"Competition Act" means the Competition Act (Canada), as amended, including the regulations promulgated thereunder;

"Competition Act Approval" means the occurrence of one or more of the following, in respect of the transactions contemplated by this Agreement:

(a) the Commissioner shall have issued an ARC; or
(b) both: (i) either the waiting period has expired or been terminated by the Commissioner under sections 123(1) or 123(2), respectively, of the Competition Act, or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act has been waived by the Commissioner under section 113(c) thereof; and (ii) the Commissioner shall have issued a No Action Letter;

"Condemnation" has the meaning ascribed thereto in Section 3.8(a);

"Confidentiality Agreement" means the confidentiality and non-disclosure agreement between Purchaser Parent and Gamehost dated June 11, 2025, as amended from time to time;

"Consideration" has the meaning ascribed thereto in the Plan of Arrangement;

"Constating Documents" means, with respect to any Person: (i) if such Person is a corporation or company, the certificate and articles of incorporation (or equivalent) and the by-laws (or equivalent); (ii) if a partnership, the partnership agreement and any certificate, declaration or statement of partnership required to be filed with any Governmental Authority in order to form the partnership or maintain the limited liability of any partners; (iii) if a trust, the trust agreement, deed of trust, and any declaration, statement or instrument required to form or maintain such trust; (iv) all shareholders' or equityholders' agreements, voting agreements, voting trust agreements, joint

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venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of such Person or relating to the rights, duties and obligations of the shareholders or equityholders of such Person; and (v) any amendment or supplement to any of the foregoing;

"Contract" means, with respect to a Party, a contract, lease, instrument, note, bond, debenture, mortgage, agreement, arrangement or understanding, written or oral, to which such Party, or any of its subsidiaries, is a Party or under which such Party or any of its subsidiaries is bound, has unfulfilled obligations or contingent liabilities or is owed unfulfilled obligations, whether known or unknown, and whether asserted or not;

"Court" means the Court of King's Bench of Alberta;

"Covered Event" has the meaning ascribed thereto in Section 3.8(f);

"CRTC" means the Canadian Radio-television and Telecommunications Commission;

"Debtor" has the meaning ascribed thereto in Section 11.10;

"Deerfoot Inn & Casino Property" means the real property located at 11500 – 35 Street SE in Calgary, Alberta and more particularly described on Schedule C (the "Deerfoot Inn & Casino Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"Depository" has the meaning ascribed thereto in the Plan of Arrangement;

"Disclosing Party" has the meaning ascribed thereto in Section 7.9(a);

"Dissent Rights" has the meaning ascribed thereto in the Plan of Arrangement;

"Economic Sanctions" means the economic sanctions administered by Global Affairs Canada or Public Safety Canada or any Applicable Law or executive order relating thereto;

"Effective Date" has the meaning ascribed thereto in the Plan of Arrangement;

"Effective Time" has the meaning ascribed thereto in the Plan of Arrangement;

"Encore Suites Property" means the real property located at 10639 – 110 Street in Grande Prairie, Alberta and more particularly described on Schedule C (the "Encore Suites Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"Encumbrance" means any mortgage, pledge, assignment, charge, lien, security interest, adverse interest in property, other third party interest or encumbrance of any kind whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing, and includes all mortgages, pledges, charges, liens, debentures, hypothecs, trust deeds, statutory or deemed trusts, assignments by way of security, security interests, conditional sales contracts or other title retention agreements or similar interests or instruments charging, or creating a security interest, in the Gamehost Properties or any of them and any agreements, leases, options, easements, rights of way, restrictions, executions or other

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encumbrances, liens or interests (including notices or other registrations in respect of any of the foregoing) affecting title thereto, and “Encumber” shall have the correlative meaning;

“Environment” means the natural components of the earth and includes: (i) any land (including land surface or subsurface strata), soil or underground space, surface water, ground water, body of water, sediment, and air (including all layers of the atmosphere); (ii) all organic and inorganic matter and living organisms; (iii) the interacting natural systems that include components referred to in clauses (i) and (ii); (iv) the environment or natural environment as defined in any Environmental Laws; and (v) any other environmental medium or natural resource;

“Environmental Laws” means any and all federal, provincial, municipal and local laws, statutes, ordinances, by-laws, rules, regulations, guidances, policies, orders, decrees or judgments, whether statutory or common law, as amended from time to time, now or hereafter in effect, or promulgated, pertaining to the Environment, public health and safety and industrial hygiene, including the use, generation, manufacture, production, storage, Release, discharge, disposal, handling, treatment, removal, decontamination, cleanup, transportation or regulation of any Hazardous Substance, including, as applicable, the Canadian Environmental Protection Act (Canada), the Fisheries Act (Canada), the Transportation of Dangerous Goods Act (Canada), and the Environmental Protection and Enhancement Act (Alberta);

“Fairness Opinion” means the opinion of the Financial Advisor to the effect that, as of the date of such opinion, and subject to the assumptions made and limitations and qualifications included therein, the Consideration to be received by Gamehost Shareholders is fair, from a financial point of view, to the Gamehost Shareholders;

“FCPA” means the United States Foreign Corrupt Practices Act of 1977;

“Final Order” has the meaning ascribed thereto in the Plan of Arrangement;

“Financial Advisor” means Scotia Capital Inc., as financial advisor to Gamehost;

“Fixtures” means all equipment, machinery, fixtures and other items of property, including all components thereof, that are now or hereafter (i) located in or on, or used in connection with, and (ii) permanently affixed to or otherwise incorporated into the Leaseback Lands and/or the Improvements. Notwithstanding the foregoing, Fixtures shall not include any Gaming Equipment;

“Fort McMurray Premises” means that premises located at 9825 Hardin St. Fort McMurray, Alberta;

“Gamehost” means Gamehost Inc., a corporation existing under the laws of the Province of Alberta;

“Gamehost Balance Sheet” has the meaning ascribed thereto in 5.1(gg)(i);

“Gamehost Board” means the board of directors of Gamehost;

“Gamehost Board Recommendation” has the meaning ascribed thereto in Section 2.2(a);

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"Gamehost Data Room" means all documents made available in the electronic data rooms accessible at [Redacted – Commercially Sensitive Information], as they existed as of 6:56 pm (Calgary time) on March 26, 2026, and made available by Gamehost to Purchaser and its Representatives and the Sale-Leaseback Purchaser and its Representatives in connection with the transactions contemplated hereby;

"Gamehost Disclosure Letter" means the disclosure letter dated the Agreement Date from Gamehost to Purchaser and delivered to Purchaser on or before the Agreement Date;

"Gamehost Disposition Event" has the meaning ascribed thereto in Section 7.4;

"Gamehost Documents" has the meaning ascribed thereto in Section 5.1(bb);

"Gamehost Employee Plans" has the meaning ascribed thereto in Section 5.1(ww);

"Gamehost Employees" means individuals employed by any Gamehost Group Member on a full-time, part-time or temporary basis, and for greater certainty includes officers of Gamehost;

"Gamehost Executive Employment Agreements" means the executive employment agreements between certain officers of Gamehost and a Gamehost Group Member;

"Gamehost Financial Statements" means the audited consolidated financial statements of Gamehost as at and for the years ended December 31, 2025 and 2024, together with the notes thereto and the auditor's report thereon;

"Gamehost Group" means Gamehost, GMI, Gamehost Subsidiary and GPCo, and "Gamehost Group Member" means any one of them;

"Gamehost Information" means the information prepared and provided by Gamehost and required to be included or incorporated by reference in the Circular under Applicable Securities Laws other than the Purchaser Information;

"Gamehost IP" has the meaning ascribed thereto in Section 5.1(ddd)(ii);

"Gamehost IT" has the meaning ascribed thereto in Section 5.1(ddd)(x);

"Gamehost Meeting" means the special meeting of Gamehost Shareholders to be called and held in accordance with this Agreement and the Interim Order to permit the Gamehost Shareholders to consider the Gamehost Transaction Resolution and related matters, and any adjournment(s) or postponement(s) thereof;

"Gamehost Operator" has the meaning ascribed thereto in Section 5.1(uu)(ii);

"Gamehost Permits" has the meaning ascribed thereto in Section 5.1(uu)(ii);

"Gamehost Properties" means, collectively, the Leaseback Properties and the Leased Premises.

"Gamehost Required Approval" has the meaning ascribed thereto in Section 2.1(c)(iii);

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"Gamehost Shareholders" means the holders of Gamehost Shares;

"Gamehost Shares" means the common shares in the capital of Gamehost;

"Gamehost Subsidiary" means Gamehost Limited Partnership, a limited partnership formed subject to Part 2 of the Partnership Act (Alberta);

"Gamehost Support Agreements" means the support agreements entered into between the Supporting Gamehost Shareholders and Purchaser, dated as of the Agreement Date;

"Gamehost Termination Amount" has the meaning ascribed thereto in Section 7.4;

"Gamehost Transaction Resolution" means the special resolution in respect of the Arrangement to be considered and voted on by the Gamehost Shareholders at the Gamehost Meeting, substantially in the form included in Schedule B attached hereto, including any amendments or variations made thereto in accordance with this Agreement or at the direction of the Court in the Interim Order, provided any amendments made at the discretion of the Court in the Interim Order are acceptable to Gamehost and Purchaser, each acting reasonably;

"Gaming Activity" means the operation, conduct, or management of any lottery scheme (including as such term is defined in the Criminal Code (Canada)), or of any gaming, gambling, or betting, or the operation, conduct, or management of any casino, racetrack, racino, video lottery terminal, lottery ticket terminal, bingo facility, horse racing facility or other gaming activities, including, the operation of slot machines, video lottery terminals, lottery ticket terminals, table games, pari-mutuel and simulcast wagering (including at a betting theatre), off-track betting, lottery games or other applicable types of betting or wagering (including sports wagering, interactive gaming, and internet gaming);

"Gaming Approvals" means all consents, approvals, permissions, authorizations, licenses, qualifications, registrations, accreditations, permits, or other items or documents which are required, necessary or advisable pursuant to any Gaming Law, any Gaming License/Agreement, or otherwise from any Gaming Authority in order to consummate and complete the Arrangement and the Sale-Leaseback Transaction, and to ensure the continuation of the Business at the Gamehost Properties from and after the Effective Date, including from the AGLC and the WCLC;

"Gaming Authority" means any provincial or federal gaming regulator, provincial gaming corporation, governmental agency, authority, board, bureau, commission, department, office, instrumentality, quasi-governmental body, private body, or public body with statutory, regulatory, licensing or permitting authority or jurisdiction over any Gaming Activity or gaming business, enterprise, or any Gaming Facility, or any provincial Crown corporation with legislative authority to conduct and manage any Gaming Activity or Gaming Facility, including the AGLC, AiGC, and WCLC;

"Gaming Authority Notice" has the meaning ascribed thereto in Section 3.5(a)(ii);

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tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems, interactive gaming systems, inter-casino linked systems, on-line slot metering systems, and associated equipment, together with all improvements and/or additions thereto;

“Gaming Facility” means any property (or part thereof) in which a Gaming Activity is being conducted and includes a casino, racetrack, slot facility, bingo facility, racino, horse racing facility together with all ancillary and support facilities and operations relating to a Gaming Activity, including all such areas, facilities and operations as may be developed in relation thereto;

“Gaming Laws” means all applicable provisions of all: (a) Applicable Laws, constitutions, and treaties governing Gaming Facilities or Gaming Activities, or pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over Gaming Facilities or Gaming Activities conducted by Gamehost, Purchaser, or any of their respective affiliates within its jurisdiction, including: (i) the Criminal Code (Canada); (ii) the Gaming, Liquor and Cannabis Act (Alberta); and (iii) the Gaming, Liquor and Cannabis Regulation (Alberta); (b) orders, decisions, determinations, judgments, awards, decrees, approvals, consents and waivers of any Gaming Authority; (c) all gaming policies, directives, rules, protocols, guidelines, codes, standards, and ordinances of any Gaming Authority, including: (i) the Casino Terms & Conditions and Operating Guidelines, the Charitable Gaming Policies Handbook, the Commercial Bingo Handbook, the Lottery Retailer Policy Handbook, and the Standards and Requirements for Internet Gaming published and updated from time to time by the AGLC; (ii) the Rules and Regulations Respecting Lotteries and Gaming issued by the WCLC; and (iii) the Rules and Regulations Respecting Lotteries and Lottery Tickets issued by the Interprovincial Lottery Corporation; and (d) the Gaming Licenses/Agreements;

“Gaming License/Agreement” means any approval, license, right, permit, franchise, privilege, registration, direction, directive, decree, consent, order, permission, qualification, contract, agreement, terms and conditions, or finding of suitability issued or provided, or to be issued or provided, by any Gaming Authority or otherwise relating or required to carry on or conduct any Gaming Activity at the Gamehost Properties or any of them, including but not limited to: (i) all casino facility licenses issued by any Gaming Authority (including the AGLC) to Gamehost or its affiliates from time to time; and (ii) the electronic games – casino retailer agreements (and/or the casino gaming retailer agreements, video lottery retailer agreements, lottery ticket centre retailer agreements, or other gaming related contracts or agreements) in effect from time to time between any Gaming Authority (including the AGLC and the WCLC) and Gamehost or its affiliates;

“GHI Amalco 2” has the meaning ascribed thereto in the Plan of Arrangement;

“GMI” means Gamehost Management Inc., a corporation existing under the ABCA;

“GMI Shares” means the common shares in the capital of GMI;

“Governmental Authority” has the meaning ascribed thereto in the Plan of Arrangement;

“GPCo” means 2802028 Alberta Ltd., a corporation existing under the ABCA;

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"Great Northern Casino Property" means the real property located at 10910 and 10970 – 107A Avenue in Grande Prairie, Alberta and more particularly described on Schedule C (the "Great Northern Casino Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"Hazardous Substances" means any material, substance, chemical or waste: (i) that is listed, defined or regulated as hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws, including any that is regulated, listed or defined as a pollutant, contaminant, toxic substance, special waste, hazardous substance or hazardous waste under any Environmental Law; (ii) the presence of which would reasonably be expected to require investigation or remediation under any Environmental Law; or (iii) that is petroleum, petroleum products, by-products or derivatives, asbestos, urea formaldehyde, polychlorinated biphenyls, per- and polyfluoroalkyl substances, or mold, mildew, viruses, fungi or bacterial matter;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;

"Improvements" means, collectively, all buildings, structures and other improvements and Fixtures located on the Leaseback Lands;

"Independent Contractors" means those Persons engaged by any Gamehost Group Member to provide services to any Gamehost Group Member, either in their personal capacity or through a corporation, and as disclosed in writing by Gamehost to Purchaser;

"Indigenous Group Contracts" has the meaning ascribed thereto in Section 5.1(kk)(i);

"Information Technology" means all: (i) computer, information technology, data processing, and communications systems, components, facilities, and services, including all software, hardware, networks, interfaces, platforms, databases and related data, switches, telecommunications equipment, operating systems, websites, website content links; and (ii) equipment relating to the transmission, storage, maintenance, organization, presentation, generation, processing, or analysis of data and information, whether or not in electronic format;

"Inspections" has the meaning ascribed thereto in Section 7.7(b);

"Intellectual Property Rights" means any right or protection existing from time to time in any jurisdiction throughout the world, whether registered or not, under any patent Law or other invention or discovery Law, copyright Law, industrial design Law, confidential information Law (including breach of confidence), trade secret Law, trademark Law, rights in internet domain names and any other industrial or intellectual property Laws, including all registrations, applications for registration, divisionals and renewals for any of the foregoing (as applicable), legislation by competent Governmental Authorities and judicial decisions under common law or equity, and rights and remedies against past, present, and future infringement, misappropriation, or other violation of any such right or protection;

"Interim Order" has the meaning ascribed thereto in the Plan of Arrangement;

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"Key Regulatory Approvals" means collectively, the Competition Act Approval and Gaming Approvals;

"Laws" means all laws (including, for greater certainty, common law), statutes, regulations, by-laws, statutory rules, Orders, ordinances, protocols, codes, guidelines, notices and directions enacted, promulgated, enforced, issued or entered by a Governmental Authority (including all Applicable Securities Laws and Gaming Laws) and the terms and conditions of any grant of approval, permission, judgment, decision, ruling, award, authority or license of any Governmental Authority or self-regulatory authority;

"Leaseback" means the agreement among Purchaser Parent, as tenant, and Pure CAN Holdings GP 1 ULC, Pure CAN Holdings GP 2 ULC, Pure CAN Holdings GP 3 ULC, Pure CAN Holdings GP 4 ULC, Pure CAN Holdings GP 5 ULC, Pure CAN Holdings GP 6 ULC, Pure CAN Holdings GP 7 ULC and Pure CAN Holdings GP 8 ULC, collectively as landlord, to lease the Leaseback Properties effective as of the Effective Date; provided, however, that the Leaseback shall not include the Commercial Building Property in the event that the subdivision of the Commercial Building Parcel from the Service Plus Inns & Suites Lands is completed as part of the Sale-Leaseback Transaction;

"Leaseback Lands" means, collectively, the Great Northern Casino Lands, Service Plus Inns & Suites Lands, Encore Suites Lands and Deerfoot Inn & Casino Lands, and all rights and benefits appurtenant thereto;

"Leaseback Properties" means, collectively, the Great Northern Casino Property, the Service Plus Inns & Suites Property, the Encore Suites Property and the Deerfoot Inn & Casino Property, and "Leaseback Property" means any of the foregoing;

"Leased Premises" means, collectively, the Fort McMurray Premises, the Lethbridge Premises and the Red Deer Premises;

"Lethbridge Premises" means that premises located at Bay 10, 3475-30 Avenue North, Lethbridge, Alberta;

"Matching Period" has the meaning ascribed thereto in Section 7.1(d);

"Material Adverse Change" or "Material Adverse Effect" means any fact or state of facts, circumstance, change, effect, occurrence or event that individually is or in the aggregate are, or could individually or in the aggregate reasonably be expected to be, material and adverse to: (i) the business, operations, results of operations, assets, properties, capitalization, liabilities, obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of Gamehost and the other Gamehost Group Members, taken as a whole; or (ii) the Leaseback Properties or any of them, other than any fact or state of facts, circumstance, change, effect, occurrence or event resulting from or arising in connection with:

(a) any change, development or condition generally affecting the gaming industry in the Province of Alberta;

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(b) any change, development or condition in or relating to global, international, national or regional political conditions (including strikes, lockouts, riots, blockades or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial, credit or capital markets;

(c) any change, development or condition resulting from any act of terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of terrorism, hostilities or war;

(d) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Authority;

(e) any change in applicable generally accepted accounting principles, including IFRS;

(f) any epidemic, pandemic, disease outbreak, other health crisis or public health event;

(g) any change in the market price or trading volume of the Gamehost Shares (it being understood that the causes underlying such change may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred);

(h) any failure by Gamehost to meet any internal or published projections, forecasts, guidance or estimate of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred);

(i) any actions taken (or omitted to be taken) at the written request of Purchaser or with the prior written consent of Purchaser;

(j) any action taken by Gamehost or any other Gamehost Group Member that is required pursuant to this Agreement (excluding any obligation to act in the Ordinary Course of Business, but, for greater certainty, including any steps taken pursuant to Section 3.2); or

(k) the execution, announcement, pendency or performance of this Agreement or the consummation of the Arrangement,

provided, however, that: (i) with respect to clauses (a) through and including (f), such matter does not have a materially disproportionate effect on the business, operations, results of operations, assets, properties, capitalization, liabilities, obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of the Gamehost Group, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Gamehost Group operates (in which case the incremental disproportionate effect may be taken into account in determining whether there has been, or is reasonably expected to be, a Material Adverse Effect); and (ii) unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be,

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illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” or “Material Adverse Change” has occurred;

“material change” has the meaning ascribed thereto in the Securities Act;

“Material Contract” has the meaning ascribed thereto in Section 5.1(aa)(ii);

“Material Subsidiary” means a subsidiary, the total assets of which constitute more than 10% of the consolidated assets of Purchaser or Gamehost (as applicable) as at December 31, 2025, the total liabilities of which constitute more than 10% of the consolidated liabilities of Purchaser or Gamehost (as applicable) as at December 31, 2025, or the total revenues of which constitute more than 10% of the consolidated revenues of Purchaser or Gamehost (as applicable) for the year ended December 31, 2025;

“MI 61-101” means Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“Money Laundering Laws” means collectively, the applicable anti-money laundering Laws and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority having jurisdiction over the Person or Persons or its or their respective businesses, activities, properties, assets, undertakings or securities;

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators;

“No Action Letter” means a written confirmation from the Commissioner that he does not, at that time, intend to make an application under section 92 of the Competition Act;

“OHSL” means applicable occupational health and safety Laws;

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Authority (in each case, whether temporary, preliminary or permanent);

“Ordinary Course of Business” means any action taken by a Person if such action is consistent, in all material respects, with such Person’s past practices and is taken in the ordinary course of such Person’s normal day-to-day operations;

“Other Party” means: (i) with respect to Purchaser, each Gamehost Group Member; and (ii) with respect to each Gamehost Group Member, Purchaser;

“Outside Date” means the date that is 180 days after the Agreement Date, provided that if any of the Key Regulatory Approvals have not been obtained by that date and none of the Key Regulatory Approvals have been denied by a non-appealable decision of a Governmental Authority, the Outside Date may be extended by a 30 day period by Purchaser or Gamehost delivering a notice to the Other Party of its election of such extension delivered on or before the Outside Date then in

effect, and thereafter the Outside Date may be extended by the mutual agreement of the Parties in writing;

"Owned Gamehost IP" means Gamehost IP that is owned or purported to be owned by a Gamehost Group Member;

"Owner's Title Policy" means a gap coverage endorsed owner policy(ies) of commercial title insurance in favor of the Sale-Leaseback Purchaser, insuring fee title to the Great Northern Casino Property, Service Plus Inns & Suites Property (excluding the Commercial Building Property in the event that the subdivision of the Commercial Building Parcel from the Service Plus Inns & Suites Lands will be completed as part of the Sale-Leaseback Transaction), Encore Suites Property and Deerfoot Inn & Casino Property, subject only to the applicable Permitted Encumbrances for each such Leaseback Property and which permits the payment and release of the Sale-Leaseback Proceeds prior to the confirmation of all registrations at the Alberta Land Titles Office having been completed;

"Parent Permits" has the meaning ascribed thereto in Section 4.1(h)(i)(A);

"Parties" means Purchaser and each Gamehost Group Member, and "Party" means any of them;

"Permitted Dividend" means a monthly dividend of $0.05 per Gamehost Share declared and paid in accordance with past practice;

"Permitted Encumbrances" means, collectively, the Encumbrances described in Schedule D attached hereto;

"Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

"Personal Information" means any information that is defined as "personal information" under Applicable Law;

"Plan of Arrangement" means the plan of arrangement in the form attached hereto as Schedule A, as the same may be amended or supplemented from time to time in accordance with the terms thereof, thereof or at the direction of the Court in the Final Order with the consent of Gamehost and Purchaser, each acting reasonably;

"Pre-Acquisition Reorganization" has the meaning ascribed thereto in Section 3.6(a);

"Prior Condition" has the meaning ascribed thereto in Section 3.8(e);

"Purchaser" means 2799593 Alberta Ltd., a corporation existing under the laws of the Province of Alberta;

"Purchaser Disposition Event" has the meaning ascribed thereto in Section 7.2;

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"Purchaser Expense Reimbursement Amount" has the meaning ascribed thereto in Section 7.3;

"Purchaser Expense Reimbursement Event" has the meaning ascribed thereto in Section 7.3;

"Purchaser Information" means all information prepared and provided by Purchaser and required to be included or incorporated by reference in the Circular under Applicable Securities Laws other than Gamehost Information;

"Purchaser Parent" means Pure Casino Entertainment Limited Partnership, a limited partnership formed subject to Part 2 of the Partnership Act (Alberta);

"Purchaser Termination Amount" has the meaning ascribed thereto in Section 7.2;

"Recipient" has the meaning ascribed thereto in Section 7.9(a);

"Red Deer Premises" means that premises located at 104, 548 Laura Avenue, Red Deer County, Alberta;

"Registrar" has the meaning ascribed thereto in the Plan of Arrangement;

"Registered Gamehost IP" has the meaning ascribed thereto in Section 5.1(ddd)(xv);

"Related Party Agreements" means any Contract or other transaction between any Gamehost Group Member, on the one hand, and: (i) any officer or director of such Person; (ii) any direct or indirect holder of 10% or more of the outstanding Gamehost Shares; or (iii) any affiliate or associate of any such officer, director or holder;

"Related Party Termination Agreements" has the meaning ascribed thereto in Section 2.8;

"Release" means any release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into or through the Environment that would constitute a violation of Environmental Law;

"Representatives" means, with respect to a Party, its officers, directors, employees, financial advisors, legal counsel (internal and external), accountants, advisors and all other representatives and agents. For greater certainty, the Sale-Leaseback Purchaser is not a Representative of any Party;

"Resignations and Mutual Releases" has the meaning ascribed thereto in Section 2.7;

"Return" means any written or electronic report, return, statement, claim for refund, estimate, election, designation, form, declaration of estimated Tax, information statement and information return relating to, or required to be filed or actually filed with a Governmental Authority in connection with, any Taxes;

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"Sale-Leaseback Agreement" means an agreement of purchase and sale among Purchaser, as vendor, and the Sale-Leaseback Purchaser, as purchaser, Purchaser Parent, Indigenous Gaming Partners Inc. and VICI Properties L.P., providing for the sale of the Leaseback Properties by Purchaser to the Sale-Leaseback Purchaser and the concurrent entering into of the Leaseback;

"Sale-Leaseback Proceeds" means the purchase price payable by the Sale-Leaseback Purchaser to Purchaser pursuant to the Sale-Leaseback Agreement at the closing of the Sale-Leaseback Transaction;

"Sale-Leaseback Purchaser" means, collectively, Pure CAN 5 LP, Pure CAN 6 LP, Pure CAN 7 LP and Pure CAN 8 LP;

"Sale-Leaseback Transaction" means the transactions contemplated under the Sale-Leaseback Agreement;

"Securities Act" means the Securities Act, RSA 2000, c S-4;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval +;

"Service Plus Inns & Suites Property" means the real property located at 10810 – 107A Avenue and 10702 – 108A Street in Grande Prairie, Alberta and more particularly described on Schedule C (the "Service Plus Inns & Suites Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"subsidiary" has the meaning ascribed thereto in the Securities Act and in respect of Gamehost for purposes of this Agreement, includes the Gamehost Subsidiary;

"Superior Proposal" means an unsolicited bona fide written Acquisition Proposal:

(a) that complies with all Applicable Securities Laws;

(b) that is not subject to a financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full for all the Gamehost Shares or assets, as the case may be;

(d) to acquire not less than all of the outstanding Gamehost Shares or not less than substantially all of the assets, properties, permits, rights or other privileges (whether contractual or otherwise) of Gamehost and its subsidiaries and partnership interests on a consolidated basis, including not less than all of the Leaseback Properties;

(e) that the Gamehost Board and any relevant committee thereof has determined in good faith, after receipt of advice from the Financial Advisor or other professional financial advisors and external legal counsel, is reasonably capable of being consummated without undue delay within the time and on the terms of such Acquisition Proposal (including, the terms of any proposed financing arrangements), taking into account all legal, financial, regulatory and other aspects

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of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal; and

(f) that the Gamehost Board and any relevant committee thereof determines in good faith, after receipt of advice from the Financial Advisor or other professional financial advisors and external legal counsel, would be, if consummated within the time and in accordance with the terms of such Acquisition Proposal (including, the terms of any proposed financing arrangements), and without assuming away the risk of non-completion, more favourable, from a financial point of view, to the Gamehost Shareholders than the Arrangement;

"Supporting Gamehost Shareholders" means each of the directors and executive officers of Gamehost;

"Tax" or "Taxes" means all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Applicable Laws and howsoever denominated, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, large corporation, capital gain, minimum, transfer, land transfer, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, stamp, withholding, business, franchising, property, employer health, payroll, employment, employment insurance, health and health insurance, social services, education and social security taxes, fuel taxes or levies, all surtaxes, all customs duties and import and export taxes, pension plan and workers compensation premiums or contributions, carbon taxes or levies and other obligations of the same or of a similar nature to any of the foregoing;

"Tax Act" means the Income Tax Act, RSC 1985, c 1 (5th Supp);

"Title Company" means the title insurer selected by Purchaser;

"Transferred Information" has the meaning ascribed thereto in Section 7.9(a);

"Transfers" has the meaning ascribed thereto in Section 3.9(d)(ii);

"TSX" means the Toronto Stock Exchange; and

"WCLC" means the Western Canada Lottery Corporation.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereto" and "hereunder" and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

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1.3 Number, etc.

Words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”. If a term is defined in this Agreement, a derivative of that term will have a corresponding meaning.

1.4 Date for Any Action

If any date on which any action is required to be taken hereunder is not a Business Day, such action shall be taken on the next succeeding day that is a Business Day.

1.5 Entire Agreement

This Agreement and the Confidentiality Agreement (to the extent that the provisions of the Confidentiality Agreement have not been superseded by the provisions of this Agreement), together with the agreements and documents referred to herein and therein, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. In the event an ambiguity or question of intent or interpretation arises, no Party may rely on or refer to any prior draft of this Agreement (or any earlier term sheet, letter or intent or similar document) as an aide of construction or as evidence of the intent of the Parties. For greater certainty, the Gamehost Support Agreements are separate agreements between the parties thereto and are unaffected by this Section 1.5.

1.6 Currency

Unless otherwise indicated, all sums of money referred to in this Agreement are expressed in lawful money of Canada.

1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature that are required to be made shall be made in a manner consistent with IFRS.

1.8 Disclosure in Writing

Reference to “disclosed in writing”, “disclosure in writing” or similar references herein shall, in the case of disclosure to Purchaser, be references exclusively to the Gamehost Disclosure Letter.

1.9 References to Legislation

References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any rules, regulations and Orders promulgated thereunder from time to time in effect.

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1.10 Knowledge

In this Agreement, references to “knowledge”, “to the knowledge of” and similar expressions mean the actual knowledge of the Executive Officers of Purchaser or Gamehost, as the case may be, after reasonable inquiry. For purposes of this Section 1.10, “Executive Officers”, in the case of Purchaser, means Brad Belhouse and Anna Borissova and, in the case of Gamehost, means David J. Will (President), Darcy J. Will (Vice-President), Craig Thomas (Chief Financial Officer) and Elston Noren (Chief Operating Officer).

1.11 No Strict Construction

The Parties acknowledge that their respective external legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party will not be applicable in the interpretation of this Agreement.

1.12 Schedules

The following Schedules attached hereto are incorporated into, and form an integral part of, this Agreement:

Schedule A - Plan of Arrangement

Schedule B - Form of Gamehost Transaction Resolution

Schedule C - Leaseback Lands

Schedule D - Permitted Encumbrances

ARTICLE 2
THE ARRANGEMENT AND GAMEHOST MEETING

2.1 Plan of Arrangement

(a) Subject to the terms and conditions of this Agreement, the Parties agree to carry out the Arrangement in accordance with the terms of the Plan of Arrangement.

(b) On April 27, 2026 or as soon as reasonably practicable thereafter, but in any event by no later than May 8, 2026, subject to the availability of the Court, Gamehost will apply to the Court, in a manner acceptable to Purchaser, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Purchaser. Upon receipt of the Interim Order, Gamehost will promptly carry out the terms of the Interim Order to the extent applicable to it.

(c) The application for an Interim Order referred to in Section 2.1(b) shall request that the Interim Order provide, among other things:

(i) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Gamehost Meeting and for the manner in which such notice is to be provided;

(ii) the calling and holding of the Gamehost Meeting;

(iii) that the requisite approval for the Gamehost Transaction Resolution to be placed before the Gamehost Shareholders at the Gamehost Meeting shall be:

(A) 66⅔% of the votes cast on the Gamehost Transaction Resolution by Gamehost Shareholders present in person (or virtually) or represented by proxy at the Gamehost Meeting (and that each Gamehost Shareholder is entitled to one vote for each Gamehost Share held);

(B) if required under Applicable Securities Laws, a simple majority of the votes cast on the Gamehost Transaction Resolution by Gamehost Shareholders present in person (or virtually) or represented by proxy at the Gamehost Meeting after excluding the votes cast by those Persons whose votes are required to be excluded in accordance with MI 61-101; and

(C) such other approvals, if any, of the Gamehost Shareholders at the Gamehost Meeting as are required by the TSX under Part VI of the TSX Company Manual,

(the "Gamehost Required Approval");

(iv) for the method and manner in which amendments, revisions or supplements to the Circular (and any other materials sent by Gamehost in connection with the Gamehost Meeting), including material changes, may be mailed, filed or otherwise publicly disseminated to the Gamehost Shareholders, and such other Persons as may be required by the Interim Order, as disclosed in writing by Gamehost to Purchaser;

(v) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Constating Documents of Gamehost, including quorum requirements and all other matters, shall apply in respect of the Gamehost Meeting;

(vi) for the grant of Dissent Rights only to the registered Gamehost Shareholders as set forth in the Plan of Arrangement;

(vii) that the Gamehost Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court;

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(viii) confirmation of the record date for the purposes of determining the Gamehost Shareholders entitled to receive materials and vote at the Gamehost Meeting in accordance with the Interim Order;

(ix) that such record date will not change in respect of any adjournment(s) or postponement(s) of the Gamehost Meeting, unless required by Applicable Laws or agreed to in writing by Gamehost and Purchaser;

(x) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and

(xi) for such other matters as the Parties may agree in writing, each acting reasonably.

(d) On the condition that all necessary approvals for the Gamehost Transaction Resolution are obtained from the Gamehost Shareholders, Gamehost shall, as soon as reasonably practicable following the Gamehost Meeting but in any event not later than five Business Days after the Gamehost Transaction Resolution is duly passed, but in all cases subject to the availability of the Court, submit the Arrangement to the Court and apply for and diligently seek the Final Order.

2.2 Gamehost Board Recommendation

Gamehost represents and warrants to Purchaser that:

(a) upon, among other things, the advice of the Financial Advisor, the Gamehost Board has unanimously:

(i) determined that the Arrangement and the entry into this Agreement are in the best interests of Gamehost;

(ii) determined that the Arrangement is fair to Gamehost Shareholders;

(iii) approved this Agreement and the transactions contemplated hereby; and

(iv) resolved to recommend that Gamehost Shareholders vote in favour of the Gamehost Transaction Resolution,

(collectively, (i), (ii), (iii) and (iv), the “Gamehost Board Recommendation”); and

(b) the Gamehost Board has received the oral Fairness Opinion, a written copy of which has been, or will be, delivered to the Gamehost Board on or before the date of the Circular.

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2.3 Circular and Gamehost Meeting

(a) Following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, Gamehost shall, with assistance from and the participation of Purchaser: (i) prepare the Circular together with any other documents required by Applicable Laws in connection with the Gamehost Meeting and use commercially reasonable efforts to cause the Circular and such other documents to be mailed to the Gamehost Shareholders and such other Persons as required by the Interim Order and filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required to be filed on May 1, 2026 or as soon as reasonably practicable thereafter, and in any event by no later than May 15, 2026 (subject to the availability of the Court as contemplated by Section 2.1(b)); and (ii) use commercially reasonable efforts to convene and conduct the Gamehost Meeting on May 28, 2026 or as soon as reasonably practicable thereafter, but in any event by no later than June 11, 2026 (subject to the availability of the Court as contemplated by Section 2.1(b)), (except in the event of an adjournment or postponement of the Gamehost Meeting by Purchaser pursuant to its rights in Section 7.1(d)), at which Gamehost Meeting the Gamehost Transaction Resolution shall be submitted to the Gamehost Shareholders entitled to vote upon such resolution for approval.

(b) Gamehost shall not adjourn, postpone or cancel the Gamehost Meeting (or propose the same) without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed, except:

(i) in the case where the Gamehost Meeting is adjourned or postponed (but not cancelled) as required for quorum purposes;

(ii) at the request of Purchaser for the purpose of attempting to obtain the Gamehost Required Approval in which case, the Gamehost Meeting shall be held within five Business Days of the latest date then scheduled for the Gamehost Meeting, in accordance with this Agreement, provided that Purchaser may only request one such adjournment or postponement;

(iii) where such adjournment or postponement of the Gamehost Meeting is pursuant to Section 7.1(d) of this Agreement; or

(iv) if required by Applicable Laws or by a Governmental Authority.

(c) Gamehost shall, with assistance from and the participation of Purchaser, cause the Circular to be prepared in compliance, in all material respects, with Applicable Securities Laws and the ABCA and to provide the Gamehost Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the Gamehost Meeting, and shall include:

(i) or incorporate by reference, the Gamehost Information;

(ii) a copy of the Fairness Opinion;
(iii) subject to the terms of this Agreement, the Gamehost Board Recommendation;
(iv) or incorporate by reference, the Purchaser Information;
(v) a summary of the terms of the Gamehost Support Agreements and a statement that each Supporting Gamehost Shareholder intends to vote all of his, her or their Gamehost Shares in favour of the Gamehost Transaction Resolution; and
(vi) a copy, and a summary of the terms and conditions, of this Agreement.

(d) Purchaser shall, in a timely manner, provide Gamehost with the Purchaser Information, and such other information relating to Purchaser as Gamehost may reasonably request for inclusion in the Circular, so as to permit compliance with the timeline set out in Section 2.3(a).
(e) Gamehost shall, subject to compliance with Applicable Securities Laws, incorporate the Purchaser Information into the Circular substantially in the form provided by Purchaser, and Gamehost shall provide Purchaser and its Representatives with a reasonable opportunity to review and comment on the Circular and any other relevant documentation and shall give reasonable consideration to all comments made by Purchaser and its Representatives (subject to any Applicable Laws). The Circular shall comply, in all material respects, with Applicable Securities Laws and the ABCA.
(f) Gamehost shall ensure that the Circular (other than the Purchaser Information) does not, at the time of the mailing of the Circular, contain any misrepresentation.
(g) Purchaser shall ensure that the Purchaser Information provided by it for inclusion in the Circular does not, at the time of the mailing of the Circular, contain any misrepresentation.
(h) Each Party shall promptly notify Purchaser and Gamehost if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as is required or appropriate, and Gamehost shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Gamehost Shareholders and such other Persons if and to the extent required by the Interim Order and, if required by the Court or by Applicable Laws, file the same with the applicable securities regulatory authorities and other Governmental Authorities as required.
(i) Gamehost shall consult with Purchaser in fixing the record date of the Gamehost Meeting and shall not change such record date for the Gamehost Shareholders entitled to vote at the Gamehost Meeting in connection with any adjournment or

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postponement of the Gamehost Meeting unless required by Law or with the prior written consent of Purchaser.

(j) Gamehost shall provide notice to Purchaser of the Gamehost Meeting and allow Purchaser and its Representatives to attend such meeting.

(k) Gamehost shall keep Purchaser informed of any requests or comments made by Governmental Authorities in connection with the Circular.

(l) Gamehost shall advise Purchaser, as Purchaser may reasonably request, and on a daily basis on each of the last ten Business Days prior to the proxy cut-off date for the Gamehost Meeting, as to the aggregate tally of the proxies received by Gamehost in respect of the Gamehost Transaction Resolution and any other matters to be considered at the Gamehost Meeting.

2.4 Court Proceedings

In connection with the Court proceedings relating to obtaining the Interim Order and the Final Order, each Gamehost Group Member shall, as applicable:

(a) provide Purchaser and its external legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Plan of Arrangement, prior to the filing of that material, and give reasonable consideration to all comments of Purchaser and its external legal counsel;

(b) provide Purchaser and its external legal counsel on a timely basis with a description of any information required to be supplied by Purchaser for inclusion in any material to be filed with the Court in connection with the Arrangement, prior to the filing of that material, and accept the reasonable comments of Purchaser and its external legal counsel with respect to any such information required to be supplied by Purchaser and included in such material and any other matters contained therein;

(c) provide external legal counsel to Purchaser, on a timely basis, with copies of any notice of appearance and evidence served on any Gamehost Group Member or its counsel in respect of the application for the Interim Order and the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by any Gamehost Group Member indicating an intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;

(d) not object to external legal counsel to Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such external legal counsel considers appropriate, acting reasonably, provided that Gamehost is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the terms of the Arrangement;

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(e) subject to Applicable Laws, not file any material with, or make any written submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, on the condition that nothing herein shall require Purchaser to agree or consent to, and Purchaser shall not be deemed to agree or consent to, any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations, or diminishes or limits Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;

(f) oppose any proposal from any Person that the Interim Order or the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Interim Order or the Final Order or by Applicable Law to return to Court with respect to the Interim Order or the Final Order do so only after notice to, and in consultation and cooperation with, Purchaser; and

(g) if at any time after the issuance of the Final Order and prior to the Effective Date, any Gamehost Group Member is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Purchaser.

2.5 Effective Date

The Arrangement shall become effective at the Effective Time on the Effective Date. The Certificate shall be conclusive evidence that the Arrangement has become effective as of the Effective Time. The Parties shall use their reasonable commercial efforts to cause the Effective Date to occur no later than five Business Days following the later of the issuance of the Final Order and the receipt of the Key Regulatory Approvals, and subject to the satisfaction or waiver of the conditions set out in Article 6 and, in any event, not later than the Outside Date, unless otherwise agreed to by the Parties in writing.

2.6 Payment of Consideration

On the Effective Date, Purchaser shall provide (or cause to be provided) to the Depositary sufficient funds to satisfy the aggregate Consideration payable to the Gamehost Shareholders in accordance with the Plan of Arrangement (other than, for greater certainty, Consideration for Gamehost Shareholders that have validly exercised Dissent Rights) to be held by the Depositary on and subject to the terms of a depositary agreement (the terms and conditions of such depositary agreement to be satisfactory to Gamehost and Purchaser, each acting reasonably).

2.7 Gamehost Director and Officer Matters

(a) Prior to the Effective Time, each Gamehost Group Member (other than GMI) shall obtain resignations and mutual releases in the form set out in the Gamehost Disclosure Letter (the “Resignations and Mutual Releases”), effective and conditional upon the completion of the Arrangement, from the directors of the Gamehost Board, each of the Gamehost officers and each director and officer (or

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their equivalent) of each other Gamehost Group Member (other than GMI), and Gamehost shall deliver such Resignations and Mutual Releases to Purchaser on or prior to the Effective Date. Such directors and officers of Gamehost that execute their respective Resignations and Mutual Releases shall, on the Effective Date, be paid such amounts disclosed in writing by Gamehost to Purchaser in respect of their full entitlements arising from the cessation of: (i) their employment on a without cause basis; or (ii) engagement, as the case may be, and the completion of the transactions contemplated by this Agreement.

(b) Prior to the Effective Time, Gamehost shall obtain, from a reputable third-party insurer with the same or better credit rating as the Gamehost Group’s current insurance carriers with respect to directors’ and officers’ liability insurance, and fully pay the necessary premium for, customary “tail” policies of directors’ and officers’ liability insurance providing protection for a claims reporting or with a discovery period beginning at the Effective Time and continuing for not less than six years from and after the Effective Date and with terms and conditions (including retentions and limits of liability) that are no less favourable in the aggregate to the protection provided by the policies maintained by the Gamehost Group, or any of them, that are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events that occurred on or prior to the Effective Date; provided that, the cost of such “tail” policies shall not exceed 300% of the annual premium for the policies currently maintained by Gamehost and in effect as of the date of this Agreement.

2.8 Related Party Termination Agreements

Prior to the Effective Time, each Gamehost Group Member shall obtain termination agreements in the form set out in the Gamehost Disclosure Letter (the “Related Party Termination Agreements”), effective and conditional upon the completion of the Arrangement, from each of the parties to each Related Party Agreement, and Gamehost shall deliver such Related Party Termination Agreements to Purchaser on or prior to the Effective Date.

2.9 Withholdings

Gamehost, Purchaser, Purchaser Parent, Debtor and the Depositary shall be entitled to deduct or withhold from any amounts payable to any Person pursuant to the Arrangement, such amounts as Gamehost, Purchaser, Purchaser Parent, Debtor or the Depositary reasonably determines it is required to deduct or withhold with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign Tax Law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated, for all purposes hereof, as having been paid to such Person in respect of whom such deduction or withholding was made, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Authority.

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ARTICLE 3
COVENANTS AND ADDITIONAL AGREEMENTS

3.1 Conduct of Business of Gamehost

From the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws or with the prior written consent of Purchaser (such consent not to be unreasonably or arbitrarily withheld, conditioned or delayed, save and except with respect to the matters in Sections 3.1(c)(i) (Disposition or Encumbrance of Assets), 3.1(n) (Failure to Maintain Gamehost Properties), 3.1(q) (Amendment to Land Use Entitlements) and 3.1(r) (Physical Change to Leaseback Lands) in respect of which Purchaser’s consent may be unreasonably or arbitrarily withheld):

(a) each Gamehost Group Member shall conduct the business of the Gamehost Group only in, and shall cause each other Gamehost Group Member to not take any action except in, the Ordinary Course of Business, and each Gamehost Group Member shall use all reasonable commercial efforts to maintain and preserve its and their business organization, assets, employees and advantageous business relationships;

(b) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, directly or indirectly:

(i) amend its Constating Documents;

(ii) amend its existing accounting policies, practices, methods and principles or adopt new accounting principles, in each case, except as required by IFRS;

(iii) other than a Permitted Dividend, declare, set aside or pay any dividend or other distribution or payment in cash, shares or property in respect of any of its securities (including, for greater certainty, the Gamehost Shares) owned by any Person;

(iv) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any securities of any Gamehost Group Member, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of any Gamehost Group Member;

(v) split, consolidate, redeem, purchase or otherwise acquire any of its outstanding shares or other securities;

(vi) amend the terms of any of its securities;

(vii) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of any Gamehost Group Member; or

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(viii) enter into, modify or terminate any Contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;

(c) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, directly or indirectly:

(i) sell, pledge, dispose of or Encumber any assets of the Gamehost Group, other than the sale of inventory in the Ordinary Course of Business;

(ii) surrender, release or abandon the whole or any part of the assets of the Gamehost Group other than the sale of inventory in the Ordinary Course of Business;

(iii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof or make any investment either by purchase of shares or securities, contributions of capital (other than to or from the Gamehost Subsidiary);

(iv) purchase any property or assets of any other individual or entity, other than:

(A) the purchase of inventory in the Ordinary Course of Business; or

(B) any acquisition, investment or purchase made pursuant to Contracts (other than for the purchase of inventory in the Ordinary Course of Business) requiring the Gamehost Group, taken as a whole, to make payments in an aggregate amount of less than $200,000 following the Agreement Date;

(v) except as disclosed in writing by Gamehost to Purchaser, (A) incur any indebtedness for borrowed money or any other refinancing, liability or obligation, or (B) issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other individual or entity, or make any loans or advances except, in each case, in relation to internal transactions solely involving Gamehost and the Gamehost Subsidiary;

(vi) except as disclosed in writing by Gamehost to Purchaser, pay, discharge or satisfy any claims, liabilities or obligations (including any regulatory investigation) which are material to the business of the Gamehost Group taken as a whole, other than the payment, discharge or satisfaction, in the Ordinary Course of Business, of liabilities reflected or reserved against in Gamehost's most recently publicly available financial statements as of the Agreement Date as required by Applicable Laws or incurred in the Ordinary Course of Business;

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(vii) release or relinquish, or authorize or propose to do so, any contractual right which is material to the business of the Gamehost Group taken as a whole;

(viii) waive, release, grant or transfer any rights of value or modify or change any existing license, lease, Contract or other document which is material to the business of the Gamehost Group taken as a whole;

(ix) endorse or enter into, or materially change, amend or modify any Contract, arrangement or undertaking with any Person in which such Gamehost Group Member holds a direct or indirect equity interest; or

(x) authorize or propose any of the foregoing, or enter into or modify any Contract, agreement, commitment or arrangement to do any of the foregoing;

(d) each Gamehost Group Member shall not enter into any Contract which individually could require payments by the Gamehost Group of more than $200,000 annually or that in aggregate together with other Contracts entered into after the Agreement. Date could require payments by Gamehost of more than $200,000 annually;

(e) each Gamehost Group Member shall not alter or amend the Gamehost Group’s policies, practices or conduct related to cash management;

(f) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, enter into any Related Party Agreement;

(g) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, grant to any executive officer or director an increase in compensation in any form, make any loan to any officer or director, or take any action with respect to the grant of any change of control, severance, retention or termination pay to, or the entering into of any employment agreement (or amendments thereof or ancillary agreements) with, any executive officer or director of any Gamehost Group Member, or with respect to any increase of benefits payable under its current change of control, severance or termination pay policies;

(h) no Gamehost Group Member shall adopt or amend or make any contribution to any bonus, profit sharing, option, pension, retirement, benefit, deferred compensation, insurance, retention, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of employees, except as is necessary to comply with non-discretionary requirements of pre-existing Gamehost Employee Plans (including making matching contributions under the employee savings plan);

(i) each Gamehost Group Member shall use its reasonable commercial efforts (taking into account insurance market conditions and offerings and industry practices) to cause its current insurance (or re-insurance) policies, including directors’ and officers’ insurance, all risks property insurance and liability insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless

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simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(j) Gamehost shall maintain a system of internal control over financial reporting (as such term is defined in NI 52-109) providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and will otherwise comply with NI 52-109, except where the failure to maintain such a system would not materially affect the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS;

(k) each Gamehost Group Member shall continue to withhold from each payment to be made to any of its present or former employees (which includes officers) and directors and to all other Persons (including all Persons who are non-residents of Canada for the purposes of the Tax Act), all amounts that are required to be so withheld by any Applicable Laws and each Gamehost Group Member shall remit such withheld amounts to the proper Governmental Authority within the times prescribed by such Applicable Laws;

(l) each Gamehost Group Member shall: (i) duly and on a timely basis file all Returns required to be filed by it before the Effective Date and all such Returns will be true, complete and correct in all material respects; (ii) timely pay all Taxes which are due and payable by it before the Effective Date except any amounts not required to be paid because the Tax is validly contested by appropriate proceedings; (iii) not make, rescind or revoke any express or deemed election relating to Taxes, file any amended Returns or make any Tax filings outside the Ordinary Course of Business, except as required by Applicable Law; (iv) not make a request for a Tax ruling with any Governmental Authority with respect to any Taxes; (v) not agree to any extension of time for the filing of any Returns or with respect to the assessment or reassessment of Taxes; (vi) not enter into a settlement agreement or settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes in respect of any matter where the aggregate amount of Tax exceeds $25,000; (vii) not change in any respect any of its methods of reporting income, deductions or accounting for Tax purposes from those employed in the preparation of its Returns for the taxation year ending December 31, 2025; (viii) not enter into any Tax sharing, Tax allocation or Tax indemnification agreement (other than any such agreement entered into in the Ordinary Course of Business the primary purpose of which does not relate to Taxes); and (ix) properly reserve (and reflect such reserves in its books and records and financial statements) in accordance with past practice and in the Ordinary Course of Business, for all Taxes accruing in respect of Gamehost which are not due or payable prior to the Effective Date;

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(m) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, amend, alter, assign, supplement, restate, modify, or terminate any existing Gaming License/Agreement, except to the extent required by any Gaming Authority for the issuance of the Gaming Approvals;

(n) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, fail to maintain the Gamehost Properties or any of them in good condition and repair, reasonable wear and tear excepted; provided that in the case of any Leased Premises this obligation shall only be to the extent of the Gamehost Group Member’s obligations as set out in the lease that the Gamehost Group Member has entered into for such Leased Premises;

(o) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, enter into any lease, sublease or license of any Gamehost Property or any portion thereof or any renewal, modification, amendment or termination of any of the foregoing;

(p) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to: (i) enter into, modify, amend, accelerate or terminate in any material respect any Material Contract or waive, release or assign any material rights, claims or benefits of the Gamehost Group thereunder, except in the Ordinary Course of Business, as required by Applicable Law or as set out in the Gamehost Disclosure Letter; or (ii) amend, modify or otherwise supplement or terminate any Gamehost Permit (other than any amendments to effectuate ordinary course renewals);

(q) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to initiate or consent to any amendment to the land use designation applicable to any Leaseback Property or any development permit or other land use entitlement affecting any Leaseback Property;

(r) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, demolish or alter, improve or otherwise physically change the Improvements, in whole or in part, or construct any additional buildings, structures or other improvements on the Leaseback Lands;

(s) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to, except in each case to the extent required by Law, file or amend any Return with respect to any of the Gamehost Properties, make, revoke or change any Tax election with respect to any of the Gamehost Properties, settle or compromise any Tax claim or assessment by any taxing authority with respect to any of the Gamehost Properties, enter into any closing agreement with a taxing authority with respect to any of the Gamehost Properties, consent to any extension or waiver of a statute of limitations with respect to Taxes with respect to any of the Gamehost Properties or surrender any right to claim a refund of Taxes with respect to any of the Gamehost Properties;

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(t) each Gamehost Group Member shall not, and shall not permit any other Gamehost Group Member to either temporarily or permanently shut down any Gamehost Property, except for any temporary shutdown that is (i) required by Law or a Governmental Authority, (ii) due to acts of God or other force majeure events, or (iii) in the Ordinary Course of Business, including for repairs or maintenance of assets, properties or equipment used in the operation of any Gamehost Property; and

(u) Gamehost shall not agree, resolve or commit to do anything that it is prohibited from doing under any of the foregoing provisions of this Section 3.1.

Nothing in this Agreement is intended to or shall result in Purchaser exercising influence over the operations of Gamehost. For greater certainty, prior to the Effective Date, Gamehost will exercise, consistent with the terms of this Agreement, complete control and supervision over the Gamehost Group’s operations.

3.2 Covenants Regarding the Arrangement

Subject to Applicable Laws, from the Agreement Date until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 9, except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement), or as otherwise required by Applicable Laws:

(a) each Party will comply promptly with all requirements imposed by Applicable Law on it with respect to this Agreement and the Arrangement;

(b) each Party will use its reasonable commercial efforts to assist the other Parties in obtaining the Interim Order and the Final Order and to carry out the intent or effect of this Agreement and the Arrangement;

(c) other than in connection with obtaining the Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 3.5, each Party shall use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations under this Agreement (to the extent the satisfaction of the same is within the control of such Party) and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete and give effect to the transactions contemplated by this Agreement and the Arrangement, including using its reasonable commercial efforts to promptly:

(i) obtain and maintain all necessary waivers, consents, permits, exemptions, Orders, agreements, amendments (including, if applicable, in respect of the Interim Order), confirmations and approvals required to be obtained from any Person in connection with the Arrangement (including from counterparties to any material Contracts); and notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement: (A) not, without

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the prior written consent of Purchaser and Gamehost (such consent not to be unreasonably withheld, conditioned or delayed), pay or commit to pay to such Person whose approval or consent is being solicited any material amount of cash or other consideration, or make any material commitment or incur any liability or other obligation due to such Person to the extent that such payments are not provided for in a Contract with such Person; and (B) no Party nor any of their respective affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any material amount of cash or other consideration, or make any commitment or incur any liability or other obligation to such Person to the extent that such payments are not provided for in a Contract with such Person;

(ii) obtain all necessary consents, assignments, waivers and amendments to, or terminations of, any instruments or other documents to which it is a party, or by which it is bound, that may be necessary to permit it to carry out the transactions contemplated by this Agreement and to take such other steps and actions as may be necessary or appropriate to fulfill its obligations hereunder;

(iii) effect all necessary registrations, filings and submissions of information required by Governmental Authority from such Party and its subsidiaries relating to the Arrangement;

(iv) obtain all necessary exemptions, consents, Orders, approvals and authorizations as are required by it under all Applicable Laws to permit it to carry out the transactions contemplated by this Agreement and/or necessary to complete the Arrangement; and

(v) upon reasonable consultation with Purchaser and Gamehost, oppose, lift or rescind any injunction, restraining or other Order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, all lawsuits or other legal, regulatory or other proceedings challenging or affecting the Arrangement or this Agreement or the consummation of the transactions contemplated hereby;

(d) Gamehost will promptly provide to Purchaser, for review by Purchaser and its external legal counsel, prior to filing or issuance of the same, any proposed public disclosure document, including any news release or material change report, subject to Gamehost's obligations under Applicable Securities Laws to make continuous disclosure and timely disclosure of material information, and Purchaser agrees to keep such information confidential in accordance with the terms of the Confidentiality Agreement until it is filed as part of Gamehost's public disclosure record on SEDAR+;

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(e) neither any Gamehost Group Member nor Purchaser nor their respective subsidiaries, as applicable, shall take any action, refrain from taking any reasonable commercial action, or permit any action to be taken or reasonable commercial action to not be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially impede or significantly delay the consummation of the Arrangement or the transactions contemplated hereby, or which would render, or may reasonably be expected to render, any representation or warranty made by such Party in this Agreement untrue in any material respect;

(f) each Party will promptly notify each other Party in writing of:

(i) any notice or other communication from any Person (other than Governmental Authorities in connection with the Key Regulatory Approvals) alleging that the consent or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation of such Person (or another Person) is or may be required in connection with this Agreement, the Arrangement or the Sale-Leaseback Transaction and the response thereto from such Party, its subsidiaries or its Representatives;

(ii) any substantive communication from any Governmental Authority in connection with the transactions or Key Regulatory Approvals contemplated by this Agreement and the response thereto from such Party, its subsidiaries or its Representatives, subject to the provisions of Section 3.5;

(iii) any substantive Governmental Authority or third-party complaints, investigations or hearings (or communications indicating that the same may be contemplated) in respect of any Gamehost Group Member or Purchaser or their respective subsidiaries, as applicable, or the Arrangement, and any material change in relation thereto;

(iv) all substantive matters relating to material claims, Orders, actions, enquiries, applications, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations pending or, to the knowledge of such Party, threatened, against any Gamehost Group Member or Purchaser or their respective subsidiaries, as applicable, or related to the Arrangement; and

(v) any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened) in its business, operations, affairs, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, or any change in any representation or warranty provided by such Party in this Agreement which change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect,

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and such Party shall in good faith discuss with each other Party any change in circumstances (actual, anticipated, contemplated or, to the knowledge of such Party, threatened) which is of such a nature that there may be a reasonable question as to whether notice needs to be given to any other Party pursuant to this Section 3.2(f);

(g) except for letters of transmittal and non-substantive communications with the holders of its securities and communications that Gamehost is required to keep confidential pursuant to Applicable Law, Gamehost shall furnish promptly to Purchaser, or Purchaser's counsel, a copy of each notice, report, schedule or other document delivered, filed or received by Gamehost Shareholders or regulatory agencies in connection with: (i) the Arrangement; (ii) the Gamehost Meeting; (iii) any filings under Applicable Laws in connection with the transactions contemplated by this Agreement; and (iv) any dealings with stock exchanges or regulatory agencies, in connection with the transactions contemplated by this Agreement;

(h) other than in connection with obtaining the Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 3.5, each Party shall make all filings and applications under Applicable Laws that are required to be made by such Party in connection with the Arrangement and shall take all reasonable commercial action necessary to be in compliance, in all material respects, with such Applicable Laws; and

(i) Gamehost shall ensure that it has available funds to pay the Purchaser Termination Amount pursuant to Section 7.2 and the Purchaser Expense Reimbursement Amount pursuant to Section 7.3 and Purchaser shall ensure that it has available funds to pay the Gamehost Termination Amount pursuant to Section 7.4, as applicable, each Party having regard to its other liabilities and obligations, and will take all such actions as may be necessary to ensure that it maintains such availability to ensure that it is able to pay such amount if required.

3.3 Additional Covenants of Purchaser

Purchaser shall perform all obligations required to be performed under this Agreement, cooperate with Gamehost in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing:

(a) Purchaser shall indemnify and save harmless Gamehost and its directors, officers, employees, representatives and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which any of Gamehost and its directors, officers, employees, representatives and agents may be subject or may suffer or incur, whether under the provisions of any Applicable Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(i) any misrepresentation or alleged misrepresentation contained in the Purchaser Information in the Circular or in any material filed by Purchaser in compliance or intended compliance with any Applicable Laws; or

(ii) any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation by Purchaser in the Purchaser Information contained in the Circular,

except that Purchaser shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based solely upon any misrepresentation or any alleged misrepresentation in the Circular that is based solely on the Gamehost Information or in any material filed by Gamehost in compliance or intended compliance with any Applicable Laws;

(b) Purchaser shall assist Gamehost in the preparation of the Court documents related to the Interim Order and the Final Order;

(c) subject to Applicable Laws or as contemplated in this Agreement, Purchaser shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Gamehost's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, on the condition that nothing herein shall require Gamehost to agree or consent to any decreased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Gamehost's obligations, or diminishes or limits Gamehost's rights, set forth in any such filed or served materials or under this Agreement; and

(d) other than in connection with obtaining the Key Regulatory Approvals (which shall be governed by Section 3.5), Purchaser will make all filings and applications under Applicable Laws that are required to be made on the part of Purchaser or, following the Effective Date, Gamehost, in connection with the transactions contemplated herein and shall take all action that may be necessary to be in compliance, in all material respects, with such Applicable Laws.

3.4 Additional Covenants of Gamehost

Each Gamehost Group Member shall perform and shall cause each other Gamehost Group Member to perform all obligations required to be performed under this Agreement, cooperate with Purchaser in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing:

(a) Gamehost will use its reasonable commercial efforts to maintain its status as a "reporting issuer" (or similarly designated entity) not in default under Applicable

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Securities Laws in the provinces and territories where it is a reporting issuer as at the Agreement Date;

(b) Gamehost shall indemnify and save harmless Purchaser and its directors, officers, employees, representatives and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which any of Purchaser and its directors, officers, employees, representatives and agents may be subject or may suffer or incur, whether under the provisions of any Applicable Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(i) any misrepresentation or alleged misrepresentation contained in the Gamehost Information in the Circular or in any material filed by Gamehost in compliance or intended compliance with any Applicable Laws; or

(ii) any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation by Gamehost in the Gamehost Information contained in the Circular,

except that Gamehost shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based solely upon any misrepresentation or any alleged misrepresentation in the Circular that is based solely on the Purchaser Information or in any material filed by or on behalf of Purchaser in compliance or intended compliance with any Applicable Laws;

(d) Gamehost will maintain the listing of the Gamehost Shares on the TSX until the Effective Time;

(e) unless this Agreement shall have been terminated in accordance with Section 9.1, Gamehost shall convene and hold the Gamehost Meeting, at which meeting the Gamehost Transaction Resolution shall be submitted to the Gamehost Shareholders entitled to vote upon such resolution for approval, even if the Gamehost Board shall have withdrawn, amended, modified or qualified the Gamehost Board Recommendation;

(f) Gamehost shall conduct the Gamehost Meeting in accordance with the by-laws of Gamehost, the terms of this Agreement, and any instrument of a Governmental Authority governing or having authority over such meeting (including the Interim Order) and otherwise in accordance with Applicable Laws;

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(g) Gamehost shall not, without the written consent of Purchaser, propose or submit for consideration at the Gamehost Meeting any business other than:

(i) the Gamehost Transaction Resolution;

(ii) receipt of the audited consolidated financial statements of Gamehost for the financial year ended December 31, 2025 and the auditors' report thereon;

(iii) to fix the number of directors to be elected at the meeting at not more than five and to elect Darcy J. Will, James McPherson, Timothy Sebastian, Jerry Van Someren and Peter Miles as directors of Gamehost for the ensuing year; and

(iv) appoint Pivotal LLP as Gamehost's independent auditors for the ensuing year;

(h) subject to the terms of this Agreement, Gamehost shall solicit proxies to be voted at the Gamehost Meeting in favour of the Gamehost Transaction Resolution, and against any resolution submitted by any Person that is inconsistent with such resolution and the completion of any of the transactions contemplated by this Agreement and, if requested by Purchaser, will, at the expense of Purchaser, retain a proxy solicitation firm to assist with its proxy solicitation;

(i) Gamehost shall provide Purchaser with copies of, or access to, information regarding the Gamehost Meeting generated by the registrar and transfer agent for the Gamehost Shares or any proxy solicitation firm retained by Gamehost, as may be reasonably requested from time to time by Purchaser;

(j) Gamehost shall permit Purchaser to, at Purchaser's expense, directly or through a proxy solicitation firm, actively solicit proxies in favour of the Gamehost Transaction Resolution and against any resolution submitted by any Person that is inconsistent with the Gamehost Transaction Resolution or the completion of any of the transactions contemplated in this Agreement in compliance with Applicable Law, and disclose in the Circular that Purchaser may make such solicitations;

(k) as reasonably requested from time to time by Purchaser, in connection with any solicitation proxies conducted pursuant to Section 3.4(j), Gamehost shall provide Purchaser with a list of the registered holders of Gamehost Shares, participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Gamehost Shares, together with their addresses and respective holdings of Gamehost Shares, as applicable; and Gamehost shall, and shall instruct the registrar and transfer agent for the Gamehost Shares to, furnish Purchaser with such additional information, including updated or additional lists of Gamehost Shareholders and other assistance, as Purchaser may reasonably request from time to time in furtherance of the solicitation of proxies in respect of the Gamehost Meeting;

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(l) other than in connection with obtaining the Key Regulatory Approvals (which shall be governed by Section 3.5), Gamehost will make all filings and applications under Applicable Laws that are required to be made on the part of Gamehost in connection with the transactions contemplated herein and shall take all action that may be necessary to be in compliance, in all material respects, with such Applicable Laws; and

(m) Gamehost shall promptly inform Purchaser as soon as it is aware of the number of Gamehost Shareholders for which Gamehost receives notices of dissent, purported dissent exercises or written objections to the Arrangement, whether or not such notices or objections are valid or in proper form, and provide Purchaser with copies of such notices and written objections on an as received basis and, subject to Applicable Laws, shall provide Purchaser with an opportunity to review and comment upon any written communications proposed to be sent by or on behalf of Gamehost to any Gamehost Shareholder exercising, withdrawing or purporting to exercise or withdraw Dissent Rights in relation to the Gamehost Transaction Resolution and reasonable consideration shall be given to any comments made by Purchaser and its external legal counsel prior to sending any such written communications. Gamehost shall also promptly inform Purchaser of any Gamehost Shareholders of whom it becomes aware who intend to impede or otherwise frustrate the consummation of any of the transactions contemplated herein. Gamehost shall not make any payment or settle any claims with respect to Dissent Rights or waive any failure by any Gamehost Shareholder properly or to timely deliver a notice of exercise of Dissent Rights, in each case without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed.

3.5 Key Regulatory Approvals

(a) In connection with the Key Regulatory Approvals:

(i) within five Business Days following the Agreement Date:

(A) Purchaser shall, with the assistance of and in consultation with Gamehost, prepare and file with the Commissioner a request for an ARC or, in the alternative, a No Action Letter, in respect of the transactions contemplated by this Agreement; and

(B) unless Purchaser and Gamehost mutually agree that no such filing shall be made, each of Purchaser and Gamehost shall, and shall cause their respective affiliates, if applicable, to file with the Commissioner a notification under Part IX of the Competition Act; and

(ii) within five Business Days following the Agreement Date, Gamehost shall, with the assistance of and in consultation with Purchaser, prepare and file with the applicable Gaming Authorities (which shall include the AGLC and WCLC) (the "Gaming Authority Notice") a request for the consents,

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registrations, approvals, findings of suitability, licenses, declarations, notices or filings required to be made, given, or obtained under any Gaming Laws prior to the Effective Date and as otherwise necessary to ensure the continuation of the Business at the Gamehost Properties after the Effective Date. Without limiting the generality of the foregoing, the Gaming Authority Notice delivered to each applicable Gaming Authority must: (i) inform the Gaming Authority of Gamehost's and Purchaser's intent to complete the Arrangement and identify Purchaser as the purchaser of the Gamehost Shares; (ii) inform the Gaming Authority of Gamehost's and Purchaser's intent to complete the Sale-Leaseback Transaction with the Sale-Leaseback Purchaser; and (iii) request that the applicable Gaming Authority advise which Gaming Approvals are required in order to complete the Arrangement and the Sale-Leaseback Transaction and to ensure the continuation of the Business at the Gamehost Properties following completion of the Arrangement and closing of the Sale-Leaseback Transaction. The Gaming Authority Notice shall be in form and substance, and contain such content, as approved by Purchaser's solicitors, acting reasonably.

(b) Each Party shall, and shall cause its respective affiliates to, use its commercially reasonable efforts to obtain the Key Regulatory Approvals as soon as reasonably practicable, but in any event no later than three Business Days prior to the Outside Date, provided that Purchaser and its affiliates shall not be required, as a basis for obtaining the Key Regulatory Approvals, to: (i) offer or agree to any divestitures, conditions, obligations, terms, undertakings, behavioural requirements or hold separate arrangements; or (ii) to take any other action that, in the reasonable judgment of Purchaser, could be expected to limit the right of Purchaser to own or operate all or any portion of its business or assets or all or any portion of the business or assets of the Gamehost Group.

(c) In connection with obtaining the Key Regulatory Approvals, subject to Applicable Law, each Party shall, and shall cause its affiliates to: (i) cooperate with each other Party and its external legal counsel and provide such information and assistance to each other Party and its external legal counsel as such other Party may reasonably request in connection with obtaining the Key Regulatory Approvals; (ii) respond as soon as practicable to any requests for information, documents, interviews or testimony (including in respect of any submissions or supplementary information requests) or requests for meetings by any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) permit each other Party and its external legal counsel an advance opportunity to review and comment upon any proposed substantive communications to any Governmental Authority in connection with the transactions contemplated by this Agreement, consider in good faith the comments of such other Party and its external legal counsel, and provide such other Party and its external legal counsel with final copies thereof; (iv) not participate in any substantive meetings or discussions (whether in person, by email, by telephone or otherwise) with any Governmental Authority in connection with the transactions contemplated by this Agreement without giving each other Party

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and its external legal counsel a reasonable opportunity to attend and participate thereat (except where the Governmental Authority expressly requests that a Party should not be present at the meeting or discussion or part or parts of the meeting or discussion); (v) keep each other Party and its external legal counsel informed of the status of the Key Regulatory Approvals and promptly notify each other Party of receipt of any substantive communications (oral or written) of any nature from a Governmental Authority in connection with the transactions contemplated by this Agreement and provide each other Party and its external legal counsel with copies thereof; (vi) promptly upon receipt by such Party (or any of its affiliates) of any Gaming Approval, notify each other Party of such receipt and provide each other Party with satisfactory evidence of such Gaming Approval; (vii) if any Gaming Approval that has been issued is subsequently modified, amended, suspended, revoked, rescinded or otherwise withdrawn (in whole or in part), promptly notify each other Party of such event; (viii) refrain from extending or consenting to any extension of any applicable waiting or review period or enter into any agreement or commitment with a Governmental Authority to delay or not consummate the transactions contemplated by this Agreement, except upon the prior written consent of each other Party (which shall not be unreasonably withheld); and (ix) not do anything that would reasonably be expected to prejudice the Key Regulatory Approvals from being obtained as soon as practicable or otherwise adversely affect or prevent the receipt of the Key Regulatory Approvals by the Outside Date. The Parties will coordinate and cooperate in good faith in respect of any strategic decisions relating to the Key Regulatory Approvals; however, in the event of a disagreement between the Parties, Purchaser will have final authority and sole discretion with respect to the strategic decisions relating to the Key Regulatory Approvals, subject to Purchaser's compliance with its obligation under this Section 3.5.

(d) Notwithstanding any requirement in this Agreement, including this Section 3.5 and Section 7.7, or any other provision in this Agreement, where a Party is required to provide information to any other Party that is competitively sensitive, the disclosing Party may restrict the provision of such competitively sensitive information only to the external legal counsel of such other Party and its Representatives, provided that the disclosing Party also provides a redacted version of any such information to such other Party.

(e) All filing fees payable to any Governmental Authority in respect of the Key Regulatory Approvals shall be shared by Purchaser and Gamehost equally. The Parties shall otherwise be responsible for their respective costs associated with obtaining the Key Regulatory Approvals.

3.6 Pre-Acquisition Reorganization

(a) Each Gamehost Group Member agrees that, upon request of Purchaser, such Party shall perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as Purchaser may request,

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acting reasonably (each a “Pre-Acquisition Reorganization”) provided, however, that the Pre-Acquisition Reorganization shall not:

(i) impede, delay or prevent completion of the Arrangement;

(ii) in the opinion of Gamehost, acting reasonably, prejudice Gamehost Shareholders in any material respect;

(iii) unreasonably interfere in any material operations of such Party or its subsidiaries prior to the Effective Time;

(iv) require such Party to acquire the consent of any third parties, including under any applicable Contracts of such Party, or require Gamehost to obtain any additional approvals from the Gamehost Shareholders;

(v) require such Party or any of its subsidiaries to contravene any Laws, their respective Constating Documents or any Contracts of such Party;

(vi) result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Gamehost Shareholder, as applicable, incrementally greater (unless de minimis) than the Taxes or other adverse consequences to such Person in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization;

(vii) be effective prior to the Gamehost Meeting; or

(viii) be effective unless the parties have satisfied or waived the conditions in Article 6.

(b) Purchaser must provide written notice to the Party to be performing the Pre-Acquisition Reorganization of any proposed Pre-Acquisition Reorganization at least 15 Business Days prior to the Effective Date. Upon receipt of such notice, each Gamehost Group Member shall work cooperatively with Purchaser and use commercially reasonable efforts to prepare, prior to the Effective Time, all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement, and shall seek to have any such Pre-Acquisition Reorganization made effective prior to the Effective Date. Purchaser agrees to waive any breach of a representation, warranty or covenant of this Agreement by any Gamehost Group Member to be performing the Pre-Acquisition Reorganization where such breach is a direct result of an action taken by such Gamehost Group Member in good faith pursuant to a request by Purchaser in accordance with this Section 3.6. Without limiting the foregoing and other than as set forth in Section 3.6(a), the Gamehost Group Member to be performing the Pre-Acquisition Reorganization shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons required to effect each Pre-Acquisition Reorganization, and such Gamehost Group Member shall

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cooperate with Purchaser in structuring, planning and implementing any such Pre-Acquisition Reorganization.

(c) If any Pre-Acquisition Reorganization would trigger any notice or filing obligation under any Gaming Law, Gamehost shall promptly notify Purchaser of such requirement and shall, in cooperation and consultation with Purchaser, promptly prepare and deliver (or cause to be delivered) the required notice or filing to the applicable Gaming Authority.

(d) In addition to the Gamehost Termination Amount, if payable, Purchaser agrees that it will be responsible for all costs and expenses (including any professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless each Gamehost Group Member (and their officers, directors and employees (to the extent that such officers, directors or employees are assessed with statutory liability therefor)) for all reasonable direct and indirect costs or losses, including any adverse Tax consequences, reasonable out-of-pocket costs and expenses, including reasonable out-of-pocket legal fees and disbursements, incurred in connection with any Pre-Acquisition Reorganization.

3.7 Subdivision of Commercial Building Parcel

The Gamehost Group shall provide, at Purchaser’s sole cost and expense, such consents and cooperation as may be reasonably requested by Purchaser in connection with the submission and processing of a subdivision application to be submitted by Purchaser in respect of the subdivision of the Service Plus Inns & Suites Lands following the Effective Date as part of the Sale-Leaseback Transaction to create the Commercial Building Parcel as a distinct legal parcel and any application for a development permit or other approval which may be required in connection with or as a consequence of such subdivision.

3.8 Risk of Loss

(a) If, prior to the Effective Date, all or any portion of any or all of the Leaseback Properties are: (i) permanently taken or rendered unusable for its current purpose by eminent domain, is the subject of a pending taking which has not been consummated, or any Gamehost Group Member shall receive a written notice from any Governmental Authority having eminent domain power over all or any portion of the Leaseback Properties of its intention to take, by eminent domain proceeding, all or any part of any or all of the Leaseback Properties (a “Condemnation”); or (ii) destroyed or damaged by fire or other casualty (a “Casualty”), then Gamehost shall provide written notice thereof to Purchaser promptly after Gamehost first obtains knowledge thereof, which written notice shall be accompanied by a written estimate prepared by an independent architect or general contractor reasonably selected by Gamehost and reasonably acceptable to Purchaser of the cost to restore the Leaseback Properties to, in the case of a Casualty, the condition thereof immediately prior to such Casualty or, in the case of a Condemnation the condition thereof (or as close thereto as reasonably possible) immediately prior to such

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Condemnation and, in any case, the time it will take to complete such restoration (collectively, the “Casualty/Condemnation Notice and Related Materials”). If such Condemnation or Casualty is a Covered Event, Purchaser shall have the option to terminate this Agreement upon notice to Gamehost given not later than 15 Business Days after Purchaser’s receipt of the applicable Casualty/Condemnation Notice and Related Materials.

(b) No notice given pursuant to this Section 3.8 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any term or condition contained herein.

(c) Purchaser’s failure to give notice to terminate this Agreement pursuant to this Section 3.8 shall not, in and of itself, have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any term or condition contained herein and shall not constitute or be deemed to constitute a release or waiver of any kind or character.

(d) If this Agreement is terminated by Purchaser pursuant to this Section 3.8, the Parties shall have no further rights or obligations hereunder except as set forth herein; provided that the Confidentiality Agreement shall survive any termination of this Agreement in accordance with its respective terms. Until Purchaser terminates this Agreement pursuant to this Section 3.8 in connection with a Condemnation or Casualty that is a Covered Event, no Gamehost Group Member shall have the right to settle any claims related to a Condemnation or Casualty without Purchaser’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed (except in the case of a Condemnation or Casualty that is a Covered Event, in which case Purchaser may withhold its consent in its sole and absolute discretion). Each Gamehost Group Member shall cooperate with Purchaser to sign all required proofs of loss, assignments of claims and other similar items with regard to a Condemnation or Casualty.

(e) Subject to this Section 3.8(e), if this Agreement is not terminated pursuant to this Section 3.8, either:

(i) at Purchaser’s option, in its sole discretion, Gamehost shall and shall be obligated to cause each other Gamehost Group Member, without incurring any Encumbrance (other than Permitted Encumbrances), to promptly commence to restore and repair the damage or destruction resulting from the Casualty in question to the condition of the Leaseback Properties immediately prior to such Casualty (the “Prior Condition”), and to diligently pursue such restoration and repair, in a good and workmanlike manner and in compliance with Applicable Law using new materials, the quality of which is not less than that of the affected Leaseback Properties immediately prior to such Casualty and using duly licensed, reputable and financially solvent third-party architects, engineers and contractors, and pursuant to plans and specifications, in each case, reasonably acceptable to Purchaser, and Purchaser shall have the right from time to time during the

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restoration of such Casualty to inspect the improvements to confirm Gamehost's compliance with this Section 3.8; or

(ii) unless Purchaser, in its sole discretion, elects for Gamehost to restore and repair (or cause the restoration and repair of) the damage or destruction resulting from the Casualty pursuant to clause (i), Gamehost shall not repair or cause to be repaired any damage or destruction or incur any cost or obligation with respect to such repair (other than protective repairs required to preserve and secure the Leaseback Property and protect Persons from injury, which, in each case, shall be made in accordance with clause (i) as if Purchaser elected for Gamehost to make such repairs). In the event a Leaseback Property is affected by a Casualty or Condemnation, Gamehost and Gamehost Subsidiary shall retain until the consummation of the transactions contemplated by this Agreement, all of the insurance proceeds paid to a Gamehost Group Member with respect to such Casualty or condemnation award (less amounts applied by Gamehost Subsidiary toward such repair or restoration or protective repairs in accordance with the immediately preceding sentence and reasonable collection costs associated therewith), including any rent abatement insurance accruing after the Effective Date for such Casualty or Condemnation. In each instance under this clause (ii), whether or not the restoration and repair under clause (ii) is completed by the Effective Date, the Parties shall proceed to complete the Arrangement pursuant to the terms hereof without adjustment to the Consideration.

(f) For purposes of this Section 3.8, the term “Covered Event” shall mean, with respect to any Leaseback Property, any (i) Condemnation that would reasonably be expected to result in the permanent loss of more than $15 million in the aggregate of the fair market value of the Leaseback Properties or any of them, or (ii) Casualty in which the cost of the repair or restoration of the Leaseback Properties or any of them, whether or not covered in whole or in part by insurance, would reasonably be expected to equal or exceed $15 million in the aggregate.

(g) This Agreement may be terminated by Purchaser pursuant to Section 3.8(a), whether before or (subject to the terms thereof) after receipt of the Gamehost Required Approval and the granting of the Final Order.

3.9 Additional Covenants of Gamehost

(a) Gamehost will use its reasonable commercial efforts to obtain and deliver estoppel certificates and acknowledgements from each third-party tenant and sub-tenant leasing all or any portion of a Gamehost Property, in the form provided in the underlying lease or sublease or such other form as may be prescribed by Purchaser.

(b) At the request of the Purchaser, Gamehost will use its reasonable commercial efforts to obtain and deliver an acknowledgement and agreement from each third-party tenant and sub-tenant leasing all or any portion of a Leaseback Property,

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pursuant to which such tenant or sub-tenant acknowledges and agrees that: (i) the underlying lease or sublease will be deemed to be a sublease or sub-sublease, respectively, with Indigenous Gaming Partners Inc. in its capacity as the general partner of Pure Casino Entertainment Limited Partnership; and (ii) Indigenous Gaming Partners Inc. in its capacity as the general partner of Pure Casino Entertainment Limited Partnership will be responsible for the obligations and liabilities of the landlord or sub-landlord under the relevant lease or sublease and neither VICI Properties L.P. nor any of its affiliates shall have any liability to the tenant in respect of the relevant lease or sublease, which acknowledgments and agreements shall be in the form prescribed by Purchaser.

(c) Each of the Gamehost Group Members shall make reasonable commercial efforts to discharge, or cause to be discharged, the encumbrances, liens and interests set out in Section 3.9(c) of the Gamehost Disclosure Letter by the Effective Date.

(d) Without limiting anything set forth in this Agreement, each Gamehost Group Member shall execute and deliver such conveyances, documents, certificates and assurances as may be reasonably requested by Purchaser in connection with the completion of the Arrangement and the Sale-Leaseback Transaction including, without limitation, the following:

(i) a declaration of trust in respect of each Leaseback Property executed by GMI in favour of GHI Amalco 2;

(ii) a registerable transfer of the 100% fee simple legal interest in each Leaseback Property executed by GMI in favour of such Person(s) as Purchaser may direct (the “Transfers”), which Transfers shall include language to the effect that the transferor agrees with the transferee that the covenants implied by section 58(1) of the Land Titles Act (Alberta) in respect of any mortgage against title to the Leaseback Property are wholly negatived for all purposes pursuant to section 59(1) of the Land Titles Act (Alberta);

(iii) an irrevocable authorization and direction by GMI in favour of Purchaser and Purchaser’s solicitors authorizing Purchaser’s solicitors to remedy or cause to be remedied any deficiency or defect in the Transfers to the extent that the Transfers or any of them are determined not to be in registerable form or are otherwise not accepted for registration at the Alberta Land Titles Office;

(iv) if required by the Title Company, a certificate of possession or such other certificates and documents in form and substance as the Title Company may reasonably require to be given by GMI in connection with the issuance of the Owner’s Title Policy;

(v) a certificate of Gamehost’s Chief Financial Officer dated as of the Effective Date in the form set out in the Gamehost Disclosure Letter;

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(vi) an assignment of GMI’s interest in, to and under the existing leases described in the Gamehost Disclosure Letter in favour of Purchaser or such Person(s) as Purchaser may direct;

(vii) an assignment of GMI’s interest in, to and under the Permitted Encumbrances set out in the Gamehost Disclosure Letter in favour of Purchaser or such Person(s) as Purchaser may direct; and

(viii) an assignment of GMI’s interest in, to and under any Contracts in favour of Purchaser or such Person(s) as Purchaser may direct.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1 Representations and Warranties of Purchaser

Purchaser hereby makes to, and in favour of, Gamehost the representations and warranties set out in this Section 4.1 and acknowledges that Gamehost is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

(a) Organization and Qualification. Purchaser is a corporation validly existing and in good standing under the ABCA. Purchaser Parent is a limited partnership formed under the Partnership Act (Alberta).

(b) Authority Relative to this Agreement. Each of Purchaser and Purchaser Parent has the requisite authority to enter into this Agreement and, as applicable, the Gamehost Support Agreements and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the consummation by Purchaser of the transactions contemplated hereunder and thereunder, have been duly authorized and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by each of Purchaser and Purchaser Parent (by its general partner) and constitute legal, valid and binding obligations of each of Purchaser and Purchaser Parent enforceable against it in accordance with the terms hereof and thereof, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(c) Ownership of Purchaser. Purchaser Parent is the beneficial direct or indirect owner of all of the outstanding shares in the capital of Purchaser.

(d) No Violation; Absence of Defaults and Conflicts.

(i) Purchaser: (A) is not in violation of its Constating Documents; and (B) is not in default in the performance or observance of any obligation, agreement, covenant or condition contained in any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, Contract or other

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instrument or obligation to which Purchaser is a party or to which its properties or assets, may be subject or by which Purchaser is bound, except for such defaults which would not significantly impede the ability of Purchaser to consummate the Arrangement.

(ii) Neither the execution and delivery of this Agreement, nor the Gamehost Support Agreements, by Purchaser nor the consummation of the Arrangement contemplated by this Agreement nor compliance by Purchaser with any of the provisions hereof or thereof will: (A) violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any of the terms, conditions or provisions of (1) its Constating Documents, or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, Contract or other instrument or obligation to which Purchaser is a party or to which any of its properties or assets may be subject or by which Purchaser is bound; or (B) subject to obtaining the Key Regulatory Approvals and the requisite approvals of the Gamehost Shareholders and the Court, as applicable, and subject to compliance with Applicable Securities Laws, violate any Applicable Laws; except, in each case for such violations, conflicts, breaches, or defaults which, or any consents, approvals or notices which if not given or received, would not, individually or in the aggregate, significantly impede the ability of Purchaser to consummate the Arrangement.

(iii) Other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement or which are required to be fulfilled after the completion of the Arrangement, and except for filings and registrations associated with, and the receipt of, the Key Regulatory Approvals and the requisite approvals of the Gamehost Shareholders and the Court, as applicable: (A) there is no legal impediment to Purchaser's consummation of the Arrangement; and (B) no filing or registration with, or authorization, consent or approval of, any Governmental Authority is required of Purchaser in connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not significantly impede the ability of Purchaser to consummate the Arrangement.

(e) Litigation. There are no actions, suits, proceedings or investigations by any Governmental Authority or other Persons pending or, to the knowledge of Purchaser, threatened, affecting or that would reasonably be expected to affect Purchaser or any of its properties or assets at law or equity or before or by any court or Governmental Authority which action, suit, proceeding or investigation involves a reasonable possibility of any judgment against or liability of Purchaser which, if successful, would significantly impede the ability of Purchaser to consummate the Arrangement. Purchaser is not subject to any outstanding Order, writ, injunction or

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decree that would significantly impede the ability of Purchaser to consummate the Arrangement.

(f) Funding. Purchaser has ensured that the required funds are available to make full payment of the amounts contemplated by Section 2.6. Purchaser has no knowledge of any fact or matter that could cause such amounts not to be available for payment as contemplated by Section 2.6.

(g) Investment Canada Act. Purchaser is not a “non-Canadian” within the meaning of the Investment Canada Act.

(h) Licences.

(i) Purchaser Parent and each of its affiliates and subsidiaries, and each other Person who operates or manages their respective businesses, or who otherwise enables, facilitates, promotes, or assists any of them to conduct or manage their respective businesses:

(A) has obtained, presently holds and is in material compliance with all licenses, permits, certificates, consents, Orders, grants, approvals, permissions and other authorizations of or from any Governmental Authority necessary to own, lease and operate its properties and assets, and to conduct its businesses as now being or proposed to be conducted (the “Parent Permits”);

(B) is not in default in any material respect under such Parent Permits, and no suspension or cancellation of any them is pending or, to the knowledge of Purchaser, threatened; and

(C) are not aware of any active or pending investigations or enforcement proceedings by any Governmental Authority of its businesses that would impact the status of any Parent Permit.

(ii) There are no facts, events or circumstances that would reasonably be expected to result in: (A) the suspension, revocation, cancellation, non-renewal or other adverse modification of any Parent Permit; (B) the failure to be in compliance with any Parent Permit; or (C) to the knowledge of Purchaser Parent or Purchaser, the failure to obtain any Gaming Approval prior to the Outside Date.

4.2 Investigation

Any investigation by any Gamehost Group Member and its advisors shall not mitigate, diminish or affect the representations and warranties of Purchaser pursuant to this Agreement.

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4.3 Disclaimer

Each Gamehost Group Member agrees and acknowledges that, except as set forth in this Agreement, Purchaser makes no representation or warranty, express or implied, at law or in equity, with respect to Purchaser, its businesses, its past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed.

4.4 Survival of Representations and Warranties

The representations and warranties of Purchaser contained in this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF GAMEHOST

5.1 Representations and Warranties of Gamehost

Each Gamehost Group Member hereby makes to, and in favour of, Purchaser the representations and warranties set out in this Section 5.1 and acknowledges that Purchaser is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

(a) Organization and Qualification. Gamehost, GMI and GPCo are each corporations validly existing and in good standing under the ABCA and have the requisite corporate power and authority to own their respective properties as now owned and to carry on their respective business as it is now being conducted. The Gamehost Subsidiary is a limited partnership formed under the Partnership Act (Alberta) and, by its general partner, has the requisite power and authority to own its properties as now owned and to carry on its business as it is now being conducted. Each Gamehost Group Member is duly registered to do business and each is in good standing in each jurisdiction in which the character of their respective properties, owned or leased, or the nature of their activities makes such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect.

(b) Authority Relative to this Agreement. Each Gamehost Group Member has the requisite authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by Gamehost of the transactions contemplated hereunder and thereunder, have been duly authorized by the Gamehost Board and, subject to the approval of the Gamehost Transaction Resolution by Gamehost Shareholders and the approval of the Circular and matters related to the Gamehost Meeting by the Gamehost Board, no other corporate proceedings on the part of Gamehost are necessary to authorize this Agreement or the Arrangement. The execution and delivery of this Agreement and the consummation by the Gamehost Subsidiary, GMI and GPCo of the transactions contemplated hereunder and thereunder, have been duly authorized

and no other proceedings on the part of the Gamehost Subsidiary, GMI and GPCo are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by each Gamehost Group Member and constitutes a legal, valid and binding obligation of such Person enforceable against it in accordance with the terms hereof and thereof, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Applicable Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(c) Material Subsidiaries; Joint Ventures. The Gamehost Subsidiary is a Material Subsidiary. Gamehost has no subsidiaries other than the Gamehost Subsidiary and GPCo. The Gamehost Subsidiary is not currently prohibited, directly or indirectly, from making any distribution to Gamehost, from repaying to Gamehost any loans or advances to it from Gamehost. Except as disclosed in writing by Gamehost to Purchaser, no Gamehost Group Member is a partner or participant in any partnership, joint venture, profit-sharing arrangement or other arrangement of any kind, and is not party to any agreement under which it agrees to carry on any part of its business or any other activity in such manner or by which it agrees to share any revenue or profit with any other Person.

(d) Ownership of the Gamehost Subsidiary. Gamehost and GMI are collectively, the beneficial direct or indirect owner of all of the outstanding partnership interests of the Gamehost Subsidiary with good title thereto free and clear of any and all Encumbrances, other than Permitted Encumbrances, in each case as disclosed in writing to Purchaser. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such partnership interests or other ownership interests in the Gamehost Subsidiary. All of the outstanding partnership interests in the Gamehost Subsidiary are validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights.

(e) Ownership of Gamehost Group Members.

(i) David J. Will and Darcy J. Will are, collectively, the beneficial direct or indirect owner of all of the outstanding shares of GMI with good title thereto free and clear of any and all Encumbrances. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such shares of capital stock or other ownership interests in GMI. All of the outstanding shares of capital stock in GMI are validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights.

(ii) Gamehost is the beneficial direct or indirect owner of all of the outstanding shares of GPCo with good title thereto free and clear of any and all Encumbrances. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the

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right to acquire any such shares of capital stock or other ownership interests in GPCo. All of the outstanding shares of capital stock in GPCo are validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights.

(f) No Violation; Absence of Defaults and Conflicts.

(i) No Gamehost Group Member is: (A) in violation of its Constating Documents; or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, Contract or other instrument or obligation to which any Gamehost Group Member is a party or to which any of them, or their respective properties or assets, may be subject or by which any Gamehost Group Member is bound, except for such defaults which would not result in a Material Adverse Effect.

(ii) Neither the execution and delivery of this Agreement by any Gamehost Group Member nor the consummation of the Arrangement contemplated by this Agreement nor compliance by any Gamehost Group Member with any of the provisions hereof will: (A) except as disclosed in writing by Gamehost to Purchaser, violate, conflict with, or result in a breach of any provision of, require any consent, approval, notice or payment under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of any Gamehost Group Member or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, under any of the terms, conditions or provisions of: (1) their respective Constating Documents, or (2) any note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, Contract or other instrument or obligation to which any Gamehost Group Member is a party or to which any of them, or any of their respective properties or assets, may be subject or by which any Gamehost Group Member is bound; (B) subject to obtaining the Key Regulatory Approvals, and the requisite approvals of the Gamehost Shareholders and the Court and subject to compliance with Applicable Securities Laws, violate any Applicable Laws; or (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect; except in each case for any such event that would not result in a Material Adverse Effect.

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consummation of the Arrangement; and (B) no filing or registration with, or authorization, consent or approval of, any Governmental Authority is required of Gamehost in connection with the consummation of the Arrangement.

(g) Litigation. There are no actions, suits, proceedings or investigations by any Governmental Authority or other Persons pending or, to the knowledge of Gamehost, threatened, affecting or that would reasonably be expected to affect any Gamehost Group Member or any of their respective properties or assets at law or equity or before or by any court or Governmental Authority which action, suit, proceeding or investigation involves a reasonable possibility of any judgment against or liability of any Gamehost Group Member which, if successful, would have a Material Adverse Effect or would significantly impede the ability of Gamehost to consummate the Arrangement. No Gamehost Group Member is subject to any outstanding Order, writ, injunction or decree that has had or would have a Material Adverse Effect or would significantly impede the ability of Gamehost to consummate the Arrangement.

(h) Returns Filed and Taxes Paid. Except as disclosed in writing by Gamehost to Purchaser, (i) all Returns required to be filed by or on behalf of each Gamehost Group Member have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects, and (ii) all Taxes due or payable by each Gamehost Group Member (including instalments on account of Taxes), whether or not shown to be payable on such Returns, have been paid in full on a timely basis, other than any such Taxes being contested in good faith and for which adequate reserves in accordance with IFRS have been established. No Gamehost Group Member has requested or entered into any agreement or other arrangement, or executed any waiver, providing for any extension of time within which: (A) to file any Tax Return; (B) to pay or remit any Taxes; or (C) any Governmental Authority may assess or collect Taxes.

(i) Tax Reserves. Gamehost has provided adequate accruals in the Gamehost Financial Statements for any Taxes payable by each Gamehost Group Member, which Taxes are not yet payable to the applicable Governmental Authority, in each case in conformity with IFRS.

(j) Tax Deficiencies; Audits. Except as disclosed in writing by Gamehost to Purchaser, no deficiencies exist or have been asserted with respect to Taxes of each Gamehost Group Member. No Gamehost Group Member is a party to any audit, investigation, action or proceeding for assessment or collection of Taxes nor, to the knowledge of Gamehost, has such an event been asserted or threatened against any Gamehost Group Member or any of their respective assets.

(k) Withholding Taxes. Each Gamehost Group Member has paid or has withheld and remitted to the appropriate Governmental Authority all Taxes required to be paid, withheld and remitted by them, including in connection with amounts paid or owing

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to employees, non-residents of Canada, independent contractors, creditors, directors, shareholders or other third parties.

(l) Foreign Returns. No Gamehost Group Member has filed, or has been required or is currently required to file, any Returns with any Governmental Authority outside of their respective jurisdictions of incorporation, and no claims have ever been made by a Governmental Authority that any Gamehost Group Member is or may be subject to Tax in a jurisdiction where it does not file Returns.

(m) GST and Similar Taxes. The books and records of each Gamehost Group Member fairly and correctly set out and disclose all liabilities and unclaimed input tax credits under Part IX of the Excise Tax Act (Canada) for purposes of the goods and services or harmonized sales tax, or any similar legislation, and fairly and correctly set out and disclose all liabilities and remittances in respect of any provincial sales tax, fuel tax, or any other value-added tax.

(n) Financial transactions. Except as disclosed in writing by Gamehost to Purchaser, all financial transactions of each Gamehost Group Member have been accurately and completely recorded, in all material respects in the books and records of each Gamehost Group Member.

(o) Residence. Each Gamehost Group Member (except Gamehost Subsidiary) is a "Canadian corporation" as defined in the Tax Act. Gamehost Subsidiary is a "Canadian partnership" as defined in the Tax Act.

(p) No Tax Agreements. No Gamehost Group Member is a party to any agreement, understanding or arrangement relating to the allocation or sharing of Taxes (excluding customary commercial agreements entered into in the Ordinary Course of Business the primary subject of which is not Taxes).

(q) No Tax Liens. There are no Encumbrances for Taxes upon any properties or assets of any Gamehost Group Member (other than Encumbrances): (A) relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in the Annual Financial Statements; or (B) which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect).

(r) No Transferee Liability. No Gamehost Group Member is liable for the Taxes of any other Person, including for greater certainty, under sections 159 and 160 of the Tax Act (and the corresponding provisions of any applicable provincial Law) and similar provisions of any other applicable Law.

(s) No Debt Forgiveness. No facts, circumstances or events exist or have existed that have resulted in or may result in the application of any debt forgiveness, cancellation of debt or seizure or surrender of property provisions of any Law in respect of Taxes to any Gamehost Group Member, including, for greater certainty, under sections 79, 79.1, 80 and 80.01 of the Tax Act (and the corresponding

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provisions of any applicable provincial Law) and similar provisions of any other Applicable Law.

(t) No Reportable Transactions. No Gamehost Group Member has undertaken, participated in or been contractually obligated to participate in any “reportable transaction” as defined in subsection 237.3(1) of the Tax Act (or any provincial or foreign equivalent) or any “notifiable transaction” as defined in subsection 237.4(1) of the Tax Act (or any provincial or foreign equivalent).

(u) Non-arm’s Length Transfers. No Gamehost Group Member has, directly or indirectly transferred any property to or supplied any services to or acquired any property or services from a Person with whom it was not dealing at arm’s length for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of the property or services.

(v) Reporting Issuer Status. Gamehost is a reporting issuer in all provinces and territories of Canada (other than the Province of Québec) and is in material compliance with all Applicable Securities Laws therein. The Gamehost Shares are listed and posted for trading on the TSX, and Gamehost is in material compliance with the applicable rules of the TSX. No delisting, suspension of trading in or cease trading order with respect to any securities of Gamehost and, to the knowledge of Gamehost, no inquiry or investigation (formal or informal) of any Governmental Authority is in effect or ongoing or, to the knowledge of Gamehost, expected to be implemented or undertaken with respect to the foregoing. Other than the TSX, Gamehost’s securities, including debt securities, are not traded in Canada or another country on a marketplace or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

(w) Capitalization.

(i) The authorized capital of Gamehost consists of an unlimited number of Gamehost Shares and an unlimited number of preferred shares, issuable in series, of which 20,679,843 Gamehost Shares and nil preferred shares in the capital of Gamehost are issued and outstanding. There are no options, warrants or other rights, plans, agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by Gamehost of any securities of Gamehost (including Gamehost Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of Gamehost (including Gamehost Shares). All issued and outstanding Gamehost Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Other than the Gamehost Shares, there are no securities of Gamehost outstanding which have the legal or contractual right to vote generally with Gamehost Shareholders on any matter.

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(ii) The authorized capital of GMI consists of an unlimited number of GMI Shares of which 100 common shares are issued and outstanding. There are no options, warrants or other rights, plans, agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by GMI of any securities of GMI or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of GMI. All issued and outstanding shares in the capital of GMI are duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Other than 100 common shares in the capital of GMI, there are no securities of GMI outstanding which have the legal or contractual right to vote generally with GMI shareholders on any matter.

(iii) The only partners of Gamehost Subsidiary are GMI and Gamehost, with GMI being the sole general partner of Gamehost Subsidiary and Gamehost being the sole limited partner of Gamehost Subsidiary.

(iv) The authorized capital of GPCo consists of an unlimited number common shares of which 100 common shares are issued and outstanding. There are no options, warrants or other rights, plans, agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by GPCo of any securities of GPCo or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of GPCo. All issued and outstanding shares in the capital of GPCo are duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Other than 100 common shares in the capital of GPCo, there are no securities of GPCo outstanding which have the legal or contractual right to vote generally with GPCo shareholders on any matter.

(x) Shareholder and Similar Agreements. No Gamehost Group Member is party to any shareholder, pooling, voting trust or other similar agreement or arrangement relating to the issued and outstanding Gamehost Shares or other equity or voting securities in the capital of Gamehost or any other Gamehost Group Member. Prior to the Effective Time, Gamehost will not implement any shareholder rights plan that applies to the Arrangement.

(y) Dividends. Other than a Permitted Dividend, there are no dividends declared or other distributions or payments in respect of the Gamehost Shares that are unpaid or due to be paid except as contemplated by this Agreement and, other than a Permitted Dividend, Gamehost has not declared, set aside or agreed to pay, any dividend or other distribution or payment in cash, shares or property in respect of the Gamehost Shares owned by any Person.

(z) No Orders. No Order having the effect of suspending the sale of, or ceasing the trading of, the Gamehost Shares or any other securities of the Gamehost Group has been issued by any Governmental Authority and is continuing in effect and no

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proceedings for that purpose have been instituted, are pending or, to the knowledge of Gamehost, are contemplated or threatened under any Applicable Laws or by any Governmental Authority.

(aa) Material Contracts.

(i) Other than this Agreement or as permitted pursuant to this Agreement, Gamehost has not entered into any Contracts which are required to be filed by Gamehost under National Instrument 51-102 – Continuous Disclosure Obligations, except for those agreements which have been so filed by Gamehost.

(ii) Other than the Contracts described in Section 5.1(aa)(i) above, Gamehost has made available to Purchaser in the Gamehost Data Room or as otherwise provided to Purchaser, true and complete copies (including all material amendments, modifications, extensions or renewals with respect thereto) of each of the following Contracts to which any Gamehost Group Member is a party or bound as of the Agreement Date (each a “Material Contract” and, collectively, the “Material Contracts”) and Gamehost has disclosed to Purchaser a true and complete list of all such Material Contracts:

(A) each Contract containing any non-compete or similar type of provision that materially restricts the ability of any Gamehost Group Member (including following the Effective Time) to: (1) compete in any line of business or geographic area or with any Person during any period of time after the Effective Time; or (2) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties;

(B) each Contract that creates, evidences, provides commitments in respect of, secures or guarantees: (1) indebtedness for borrowed money; or (2) other indebtedness of any Gamehost Group Member (whether incurred, assumed, guaranteed or secured by any asset);

(C) each Contract involving the pending acquisition, swap, exchange, sale or other disposition of (or option to purchase, acquire, swap, exchange, sell or dispose of) any assets of a Gamehost Group Member for which the aggregate consideration (or the fair market value of such consideration, if non-cash) payable to or from any Gamehost Group Member, other than Contracts involving the acquisition or sale of inventory in the Ordinary Course of Business;

(D) each partnership, shareholder, joint venture, limited liability company agreement or other joint ownership agreement affecting the assets of any Gamehost Group Member;

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(E) each Contract requiring any Gamehost Group Member to make annual expenditures in excess of $200,000 or aggregate payments in excess of $200,000 following the Agreement Date;

(F) except as disclosed in writing by Gamehost to Purchaser, each agreement that contains any exclusivity, “most favored nation” or “most favored customer” provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, to which any Gamehost Group Member is subject, in each case other than those contained in any agreement in which such provision is solely for the benefit of any Gamehost Group Member;

(G) any acquisition or divestiture Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations;

(H) each Related Party Agreement;

(I) any Contract (other than any other Contract otherwise covered by this Section 5.1(aa)(ii)) that creates future payment obligations (including settlement agreements or Contracts that require any capital contributions to, or investments in, any Person) of any Gamehost Group Member requiring any Gamehost Group Member to make annual expenditures in excess of $200,000 or aggregate payments in excess of $200,000 following the Agreement or creates or would create an Encumbrance on the Leaseback Properties or any of them or any material asset or property of any Gamehost Group Member;

(J) each Gaming License/Agreement;

(K) all Contracts to which any Gamehost Group Member is party granting any license to, or franchise in respect of, the Leaseback Properties or any of them or any material right, property or other asset;

(L) each management agreement, lease, license, franchise or operating agreement relating to all or any portion of the Gamehost Properties or any of them;

(M) each Contract for any construction work (including any additions or expansion) to be performed at any Gamehost Property; and

(N) any Contract constituting a Permitted Encumbrance set out in the Gamehost Disclosure Letter.

(iii) No Gamehost Group Member is in breach of, or default under the terms of, and, to the knowledge of Gamehost, no other party to a Material Contract is

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in breach of, or default under the terms of, such Material Contract, nor is any event of default (or similar term) continuing under such Material Contract, and, to the knowledge of Gamehost, there does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or notice or both) under such Material Contract, in each case where such breach, default or event of default (or similar term) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(bb) Filings. Each Gamehost Group Member has filed or furnished all material documents, reports, forms, statements, exhibits and schedules (such documents, reports, forms, statements, exhibits and schedules, the “Gamehost Documents”) required to be filed or furnished by it with all applicable Governmental Authorities and, except to the extent corrected by subsequent Gamehost Documents filed or furnished prior to the date thereof, all Gamehost Documents were, as of their respective dates, in compliance in all material respects with all Applicable Laws and, at the time filed or furnished, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date thereof: (i) neither Gamehost nor any of its officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such Gamehost Documents; (ii) there are no outstanding or unresolved comments received by Gamehost from any Governmental Authority with respect to any of the Gamehost Documents; and (iii) none of the Gamehost Documents is the subject of an ongoing review by any Governmental Authority.

(cc) Books and Records. The corporate records and minute books of each Gamehost Group Member have been maintained substantially in accordance with all Applicable Laws and are complete and accurate in all material respects. The minute books of each Gamehost Group Member, which have been made available to Purchaser prior to the date thereof, are complete and accurate in all material respects (other than minutes of meetings of the Gamehost Board and any committee thereof relating to this Agreement and the transactions contemplated hereby).

(dd) Financial Statements. The Gamehost Financial Statements, and any interim or annual financial statements filed by or on behalf of Gamehost on and after the Agreement Date with any securities regulatory authorities, in compliance or intended compliance with any Applicable Securities Laws were, or when so filed, will have been, prepared in accordance with IFRS (consistently applied), and present, or when so filed will present, fairly, in all material respects, in accordance with IFRS the consolidated financial position, results of operations and changes in financial position of Gamehost on a consolidated basis as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). There has been no material change in Gamehost’s accounting policies, except as described in the notes to the Gamehost Financial Statements, since January 1, 2026. A true and complete

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copy of the Gamehost Financial Statements have been filed by or on behalf of Gamehost, prior to or concurrent with the execution and delivery of this Agreement, with the applicable securities regulatory authorities, in compliance with Applicable Securities Laws.

(ee) Financial Reporting. Gamehost maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and has otherwise complied with the requirements of NI 52-109 and the rules thereunder, except where the failure to maintain such a system would not reasonably be expected to have a Material Adverse Effect; management of Gamehost has assessed the effectiveness of Gamehost's internal control over financial reporting, as at December 31, 2025, and has concluded that such internal control over financial reporting was effective as of such date.

(ff) Disclosure Controls and Procedures. Gamehost maintains disclosure controls and procedures that comply with the requirements of Applicable Securities Laws in all material respects; such disclosure controls and procedures have been designed to provide reasonable assurance that material information required to be disclosed by Gamehost in the reports that it files or submits under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified in such securities laws; such disclosure controls and procedures were effective as of December 31, 2025 at a reasonable assurance level.

(gg) Absence of Undisclosed Liabilities. Gamehost has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent), other than:

(i) those set forth or adequately provided for in the most recent statement of financial position and associated notes thereto included in the Gamehost Financial Statements (the "Gamehost Balance Sheet");

(ii) those incurred in the Ordinary Course of Business and not required to be set forth in the Gamehost Balance Sheet under IFRS;

(iii) those incurred in the Ordinary Course of Business since the date of the Gamehost Balance Sheet and consistent with past practice; and

(iv) those incurred in connection with the execution of this Agreement.

(hh) No Material Adverse Change. Except for the Arrangement, or any action taken in accordance with this Agreement, since December 31, 2025: (i) each Gamehost Group Member has conducted their respective business only in the Ordinary Course of Business; (ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to Gamehost (taken as a whole) has been incurred other than in the Ordinary Course of Business; (iii) there has not been any Material Adverse Change; and (iv) there have been no material facts, transactions, events or occurrences which would have a Material Adverse Effect.

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(ii) Conduct of Business.

(i) Since December 31, 2025, no Gamehost Group Member has taken any action that would be in violation of Section 3.1 if such provision had been in effect since that date, other than violations which would not have any Material Adverse Effect or would not significantly impede Gamehost’s ability to consummate the Arrangement contemplated hereby; and

(ii) GPCo: (A) is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership, co-tenancy, joint venture or other similar jointly owned business; and (B) has no assets other than cash or cash equivalents and has not commenced any commercial operations.

(jj) Environmental. There have not occurred any material spills, emissions or pollution on any property of any Gamehost Group Member or as a result of their respective operations that have not been remediated in compliance with Environmental Laws, nor has any Gamehost Group Member been subject to any stop Orders, control Orders, clean-up Orders or reclamation Orders under applicable Environmental Laws that have not been complied with, except in each case to the extent any of such material spills, emissions or pollution on property or stop Orders, control Orders, clean-up Order or reclamation Orders would not individually or in the aggregate have a Material Adverse Effect. All operations of each Gamehost Group Member have been and are now being conducted in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not individually or in the aggregate have a Material Adverse Effect. To the knowledge of Gamehost, Gamehost is not subject to:

(i) any proceeding, application, Order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction, or expenditures;

(ii) any demand or notice with respect to the breach of any Environmental Laws applicable to any Gamehost Group Member, including any regulations respecting the use, storage, treatment, transportation, or disposition of any Hazardous Substances; or

(iii) there are no circumstances which could reasonably be expected to result in any of (i) or (ii),

which would reasonably be expected to have a Material Adverse Effect.

(kk) Indigenous Matters.

(i) There are no Contracts with Indigenous communities to which any Gamehost Group Member is a party (“Indigenous Group Contracts”). No Gamehost Group Member is currently in discussions or negotiations with any Indigenous community with respect to entering into a new Indigenous

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Group Contract or terminating, amending, modifying or supplementing any Indigenous Group Contract.

(ii) No dispute exists or, to the knowledge of Gamehost, is threatened between an Indigenous community group and any Gamehost Group Member with respect to the assets of any Gamehost Group Member or the operations of any Gamehost Group Member of its business which has had, or is reasonably likely to give rise to, a Material Adverse Effect.

(ll) Real Property Title. Each Gamehost Group Member has good and sufficient title to their real property interests, including fee simple estate of and in real property, leases, easements, rights of way, permits or licenses from landowners or authorities permitting the use of land by such Gamehost Group Member, necessary to permit the operation of their respective business as presently owned and conducted. Gamehost does not have any knowledge nor is it aware of any defects, failures or impairments in the title of any Gamehost Group Member to their respective real property interests, whether or not an action, suit, proceeding or inquiry is pending or threatened or whether or not discovered by any third party.

(mm) Leaseback Properties Title. GMI is the sole registered owner of the Leaseback Properties as bare trustee and nominee for Gamehost Subsidiary, and Gamehost Subsidiary is the sole beneficial owner of a 100% fee simple interest in the Leaseback Properties and has good and marketable title thereto and, at the Effective Time, title to the Leaseback Properties shall be free and clear of all Encumbrances save and except for the Permitted Encumbrances. Except as set out in the Gamehost Disclosure Letter, no Gamehost Group Member leases, licenses or otherwise has the right to use or occupy any real property other than Gamehost's right or Gamehost Subsidiary's right to use and occupy the Leaseback Properties as the fee simple owner thereof and the right to use and occupy the Leased Premises as the lessee thereof.

(nn) No Expropriation, etc. Except as disclosed in writing by Gamehost to Purchaser, no part of any of the Gamehost Properties has been taken or expropriated by any Governmental Authority, nor has any written notice or proceeding in respect thereof been given or commenced. No Gamehost Group Member has received written notice from any Governmental Authority concerning any pending or possible imposition of any special, general, local improvement or other assessment on any Gamehost Property.

(oo) No Defaults under Leases and Agreements.

(i) No Gamehost Group Member has received notice of, or otherwise has any knowledge of, any default under any of the leases pertaining to the Gamehost Properties, except for such defaults which would not reasonably be expected to result in a Material Adverse Effect.

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(ii) No Gamehost Group Member has received notice of, or otherwise has any knowledge of, any default under any title and operating documents or any Material Contract pertaining to the Leaseback Properties.

(iii) Each Gamehost Group Member is in good standing under all, and is not in default under any, and there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice, would constitute a default by any Gamehost Group Member under any leases and other title and operating documents or any other agreements and instruments pertaining to the Gamehost Properties and all such leases, title and operating documents and other agreements and instruments are in good standing and in full force and effect and to the knowledge of Gamehost, none of the counterparties to such leases, title and operating documents and other agreements and instruments is in default thereunder, except, in each case, for such breaches, defaults, events or facts which would not reasonably be expected to result in a Material Adverse Effect.

(pp) Leaseback Properties.

(i) Except as disclosed in writing by Gamehost to Purchaser, no Person other than Purchaser has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Gamehost Group of any of the Leaseback Properties or any portion thereof or interest therein.

(ii) Except as set forth in the Gamehost Disclosure Letter (and true and complete copies of which (including all material amendments, modifications, extensions or renewals with respect thereto) have been provided to Purchaser), there are no leases, licenses or other rights of occupancy or use of, or affecting, any Leaseback Property or any portion thereof and no Person other than a Gamehost Group Member is in occupancy of the Leaseback Properties or any portion thereof.

(qq) Sufficiency of Assets. The assets and property owned, leased or licensed by the Gamehost Group are sufficient, in all material respects, for conducting the business, as currently conducted by the Gamehost Group.

(rr) No Encumbrances. No Gamehost Group Member has encumbered or alienated their interests in their respective assets or agreed to do so and their assets are free and clear of all Encumbrances except for Permitted Encumbrances.

(ss) No ROFRs. There are no rights of first refusal, pre-emptive rights of purchase or similar right whereby any third party has the right to acquire or purchase the Leaseback Properties or any of them or any interest therein or any of Gamehost's or the Gamehost Subsidiary's material rights, title, interests, property, licenses or

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assets as a consequence of the Parties entering into this Agreement or the Arrangement.

(tt) Bankruptcy and Insolvency. No Gamehost Group Member has made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof nor has any petition for a receiving order been presented in respect of it. No Gamehost Group Member has initiated any action, suit or proceeding with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution and no such action, suit or proceeding has been threatened by any other Person. No receiver has been appointed in respect of any Gamehost Group Member or any of their respective property or assets and no execution or distress has been levied upon any of their respective property or assets and no such action, suit or proceeding have been threatened by any other Person.

(uu) Licences.

(i) Except as disclosed by Gamehost to Purchaser, no Person other than a Gamehost Group Member operates or manages the Business at the Gamehost Properties;

(ii) Each Gamehost Group Member and each other Person who operates or manages the Business at the Gamehost Properties, or who otherwise enables, facilitates, promotes, or assists any Gamehost Group Member to conduct or manage the Business at any of the Gamehost Properties (“Gamehost Operator”) has obtained, presently holds and is in material compliance with all licenses, permits, certificates, consents, Orders, grants, approvals, permissions and other authorizations of or from any Governmental Authority necessary to own, lease and operate its properties and assets, and to conduct its businesses as now being or proposed to be conducted including any Gaming License/Agreement held by or granted to any Gamehost Operator (“Gamehost Permits”);

(iii) the Gamehost Disclosure Letter sets out a complete and accurate list of all Gamehost Permits;

(iv) all Gamehost Permits are in full force and effect, and, to the knowledge of Gamehost, no suspension or cancellation thereof has been threatened;

(v) subject to the receipt of the Key Regulatory Approvals, no Gamehost Permits will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or any of the other agreements contemplated hereunder or executed herewith;

(vi) each Gamehost Operator is not in default in any material respect under any Gamehost Permit. No suspension or cancellation of any such Gamehost Permit is pending or, to the knowledge of Gamehost, threatened;

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(vii) each Gamehost Group Member is not aware of any active or pending investigations or enforcement proceedings by any Governmental Authority of its businesses that would impact the status of any Gamehost Permit. Each Gamehost Group Member has favorable relations with all applicable Governmental Authorities and knows of no grounds or circumstances which could reasonably impede the prompt and unconditioned renewal of any Gamehost Permit for its businesses at such time that such renewal is next required; and

(viii) there are no facts, events or circumstances (other than with respect to Purchaser) that would reasonably be expected to result in (A) the suspension, revocation, cancellation, non-renewal or other adverse modification of any Gamehost Permit, (B) the failure to be in compliance with any Gamehost Permit, or (C) to the knowledge of Gamehost, the failure to obtain any Gaming Approval prior to the Outside Date.

(vv) AGLC.

(i) Each Gamehost Group Member has complied in all material respects with, and are materially in compliance with, all Gaming Laws, including the provisions of the Casino Terms & Conditions and Operating Guidelines and all of the ordinances, regulations, rules, judgments, decrees or Orders of the AGLC applicable to such Gamehost Group Member.

(ii) All Contracts for the supply of gaming supplies or services to any Gamehost Group Member are only with the AGLC-approved gaming suppliers.

(iii) In the preceding two years, each Gamehost Group Member has not received any written notice from the AGLC regarding their operation of the business being non-compliant with any of the Gamehost Permits, Contracts to which any Gamehost Group Member and the AGLC are party or applicable Gaming Laws or Orders, directives or other requirements from the AGLC in respect of such non-compliance.

(iv) All individuals (including employees, officers, directors, and independent contractors) who are involved in the operation, conduct, or management of the Business and who are required under applicable Gaming Laws to be registered with any Gaming Authority as a gaming worker are, and at all times in the preceding two years have been, duly and validly registered with the applicable Gaming Authority in the appropriate category, and such registrations are in full force and effect and in good standing. Gamehost further represents and warrants that, to its knowledge, there are no facts or circumstances that would reasonably be expected to result in the suspension, revocation, cancellation, non-renewal or other adverse modification of any such registration.

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(ww) Employee Benefit Plans. Gamehost has made available to Purchaser, complete and correct copies of each material health and welfare, health spending account, dental, vision, supplemental unemployment benefit, post-employment or post-retirement benefit, bonus, profit sharing, option, stock appreciation, restricted share unit, performance share unit, deferred share unit, change in control, phantom equity or equity based compensation, life insurance, short-term disability, long-term disability, salary continuance, incentive, deferred compensation, equity purchase, securities compensation, termination or severance pay, disability, pension or supplemental retirement plans, retirement savings, savings, fringe benefit, and other similar plans, policies, trusts, funds, agreements or arrangements, in each case for the benefit of current or former employees, consultants, officers or directors (and their dependants or beneficiaries) of any Gamehost Group Member, which are maintained by, contributed, required to be contributed to, or binding upon any Gamehost Group Member or in respect of which any Gamehost Group Member has any actual or contingent liability (the "Gamehost Employee Plans"), and with respect to each Gamehost Employee Plan, Gamehost has made available to Purchaser complete and correct copies of: (A) all plan texts, policies, employee booklets, summary plan descriptions and material employee communications (including all amendments or restatements); (B) all governance and administrative documents (including trust agreements); (C) all material contracts and agreements relating to the funding, administration, or investment (including administrative services agreements, custodial agreements, annuity contracts, and insurance policies); (D) the most recent financial statements, statements of account, funding or reserve reports and account balance summaries; and (E) all non-routine written communications, notices, inquiries, examination letters, compliance reviews, orders, directions and similar correspondence from any Governmental Authority in respect of such Gamehost Employee Plan, and all written responses thereto, in each case within the past three years; and:

(i) Gamehost has disclosed in writing to Purchaser a true, complete and correct list of all Gamehost Employee Plans, and there are no other Gamehost Employee Plans of any kind (whether written or unwritten, funded or unfunded) maintained by, contributed to or required to be contributed to by, sponsored, administered by, or binding upon any Gamehost Group Member, or to which any current or former employee, consultant, officer or director of any Gamehost Group Member is entitled to participate in or has any right to participate in or access (whether pursuant to contract, policy or practice), or in respect of which any Gamehost Group Member has any actual or contingent liability;

(ii) the Gamehost Employee Plans have been maintained, operated, and administered in compliance with their terms and with Applicable Law, and are funded in accordance with Applicable Laws and the applicable Gamehost Employee Plan terms;

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(iii) all required employer contributions and premiums under the Gamehost Employee Plans have been made in accordance with Applicable Law and the terms thereof;

(iv) none of the Gamehost Employee Plans is, and no Gamehost Group Member sponsors, maintains, contributes to, is required to contribute to, participates in, or has any actual or contingent liability in respect of: (A) a “registered pension plan” (as defined in the Tax Act) or any pension plan that is registered or required to be registered under any applicable federal or provincial pension standards legislation; (B) a “deferred profit sharing plan” (as defined in the Tax Act); (C) a “registered retirement savings plan” (as defined in the Tax Act) (including any group RRSP); (D) a “multi-employer plan” (as defined in the Tax Act); or (E) a “retirement compensation arrangement” (as defined in the Tax Act), or any arrangement intended to qualify as a salary deferral arrangement;

(v) the Gamehost Employee Plans that are required or intended to be qualified under Applicable Law or registered or approved by a Governmental Authority have been so qualified, registered or approved by the appropriate Governmental Authority, and to the knowledge of Gamehost, nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause, the appropriate Governmental Authority to revoke such qualification, registration or approval;

(vi) to the knowledge of Gamehost, there are no pending or anticipated claims against or otherwise involving any of the Gamehost Employee Plans and no suit, action or other litigation (other than routine claims for benefits in the ordinary course) has been brought against or with respect to the Gamehost Employee Plans;

(vii) all contributions, reserves or premium payments required to be made to the Gamehost Employee Plans have been made or accrued for in the books and records of Gamehost in all material respects and in the Gamehost Financial Statements in accordance with IFRS;

(viii) no insurance policy or any other agreement affecting any Gamehost Employee Plan requires or permits a retroactive increase in contributions, premiums or other payments due thereunder and there are no required or permitted increases in contributions, premiums or other payments expected other than in the Ordinary Course of Business;

(ix) all reserves for incurred but unreported claims, if applicable, have been established and reflected in the Gamehost Financial Statements in accordance with IFRS;

(x) none of the Gamehost Employee Plans, other than any health spending account, is self-funded, self-insured or operated on an administrative-

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services-only basis, and no Gamehost Group Member bears, assumes or retains any direct liability for benefits or claims thereunder, including through any stop-loss or similar arrangement, and all benefits provided under the Gamehost Employee Plans that are not health spending accounts are provided exclusively through fully-insured arrangements with third-party insurers;

(xi) none of the Gamehost Employee Plans provides for post-employment health and welfare benefits in respect of any current or former employees, officers or directors, including any entitlement to such benefits that has accrued, may accrue, is vested or may become payable in the future (whether contingent or otherwise, including upon retirement or other termination of service), or for benefits to the beneficiaries or dependants of any such employees, officers or directors;

(xii) the execution and delivery of, and performance by Gamehost of, this Agreement and the consummation of the Arrangement by it will not: (i) accelerate the time of payment or vesting of any entitlement under any Gamehost Employee Plan; (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Gamehost Employee Plan; (iii) increase any amount payable under any Gamehost Employee Plan; (iv) result in the acceleration of any other obligation pursuant to any Gamehost Employee Plan; or (v) limit the right of any Gamehost Group Member to amend, merge, terminate or receive a reversion of assets from any Gamehost Employee Plan or related trust;

(xiii) each Gamehost Employee Plan can be amended, terminated or otherwise discontinued after the closing of the transactions contemplated by this Agreement in accordance with its terms, without material liabilities other than ordinary administrative expenses typically incurred in a termination event. The Gamehost Group has no commitment or obligation and has not made any representations to any employee, officer, director, Independent Contractor or consultant, whether or not legally binding, to adopt, amend, modify or continue any Gamehost Employee Plan in connection with the consummation of the transactions contemplated by this Agreement or otherwise;

(xiv) no Gamehost Employee Plan is maintained pursuant to any collective agreement, letter of understanding or other labour arrangement, and no Gamehost Group Member has any obligation to bargain with any labour organization regarding benefits;

(xv) all material data, records and information required to administer each Gamehost Employee Plan are maintained by one or more Gamehost Group Members or their applicable third party administrators, insurers or other service providers, and such data, records and information are, in all material respects, complete, accurate, and maintained in a condition that is sufficient

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to permit the continued administration of the Gamehost Employee Plans; and

(xvi) all unfunded liabilities in respect of the Gamehost Employee Plans have been reflected in the Gamehost Financial Statements or accrued for in the books and records of Gamehost.

(xx) Employment Matters, Employment Agreements and Collective Agreements.

(i) except as disclosed in writing by Gamehost to Purchaser, no Gamehost Group Member is a party to, nor is it engaged in any negotiations with respect to, any written or oral agreement, arrangement or understanding providing for severance, termination or change of control payments to the Gamehost Employees, or any director, officer or consultant of a Gamehost Group Member as a result of the execution and delivery of this Agreement or the consummation of the Arrangement;

(ii) other than pursuant to Section 2.7(a) or as disclosed in writing by Gamehost to Purchaser, no Gamehost Employee has stated that they will resign or retire or cease to provide work or services because of the closing of the transactions contemplated by this Agreement;

(iii) no Gamehost Group Member is a party to, nor is engaged in any negotiations with respect to, any collective bargaining or union agreement, nor does Gamehost have any knowledge of any actual or threatened application for certification or bargaining rights or letter of understanding, with respect to any current or former Gamehost or Gamehost Subsidiary employee, nor has there been any actual or threatened application for certification or bargaining rights or letter of understanding. No trade union, council of trade unions, employee associations, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to Gamehost Employees by way of certification, voluntary recognition or successorship;

(iv) there is no labour strike, dispute, lock-out, work slowdown or stoppage or concerted work refusal outstanding, pending or involving any Gamehost Group Member and, to the knowledge of Gamehost, no labour strike, dispute, lock-out, work slowdown or stoppage is threatened against any Gamehost Group Member. No trade union has applied to have Gamehost declared a related successor or common employer pursuant to the Labour Relations Code (Alberta) or any similar legislation in any jurisdiction in which any Gamehost Group Member carries on business;

(v) except as disclosed in writing by Gamehost to Purchaser, no unfair labour practice complaint, grievance or arbitration proceeding is pending or involving any Gamehost Group Member and, to the knowledge of Gamehost, no Gamehost Group Member has engaged in any unfair labour

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practice and no unfair labour practice complaint, grievance or arbitration proceeding has been threatened against any Gamehost Group Member;

(vi) except as disclosed in writing by Gamehost to Purchaser, each Gamehost Group Member is in material compliance with all terms and conditions of employment and all Applicable Laws respecting employment, including pay equity, human rights, privacy, employment standards, workers’ compensation and occupational health and safety in respect of the Gamehost Employees, and there are no outstanding actual or, to the knowledge of Gamehost, threatened claims, complaints, investigations or Orders under any such Laws;

(vii) a complete and accurate list, other than errors and omissions which are not material, as of March 26, 2026, has been delivered together herewith of each Gamehost Employee, including such Gamehost Employee’s name, date of birth, job title, job location, original date of hire, and active or inactive (for any inactive Gamehost Employees, the type of leave, leave start date and estimated leave end date), annual salary, wage rates, commissions or bonuses, special compensation amounts, overtime eligibility, benefits (including any housing or travel benefits), and vacation entitlement;

(viii) except as disclosed in writing by Gamehost to Purchaser, to the knowledge of Gamehost, each Gamehost Employee in Canada is lawfully entitled to work in Canada, without restriction or the requirement for any work visa or permit required;

(ix) all amounts due or accrued for all salary, wages, bonuses, commissions, overtime pay, general holiday pay, vacation pay and other employee benefits in respect of Gamehost Employees which are attributable to the period before the Effective Date have been paid or are accurately reflected in the books and records of Gamehost, in all material respects;

(x) there are no outstanding assessments, penalties, fines, liens, charges, surcharges or other amounts due or owing by any Gamehost Group Member pursuant to any workers’ compensation legislation and no Gamehost Group Member has been reassessed in any material respect under such legislation and, to the knowledge of Gamehost, no audit of any Gamehost Group Member is currently being performed pursuant to any applicable worker’s compensation legislation;

(xi) Gamehost maintains an account in good standing with all applicable Workers’ Compensation Boards, in the applicable jurisdictions;

(xii) there are no material charges pending with respect to any Gamehost Group Member under OHSL. Each Gamehost Group Member has complied in all material respects with the terms and conditions of the OHSL, as well as with

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any Orders issued under OHSL. There are no appeals of any material Orders under OHSL currently outstanding;

(xiii) a complete and accurate list, other than errors and omissions which are not material, as of March 26, 2026, has been delivered together herewith of Independent Contractors who are receiving remuneration for work or services provided to Gamehost, including such Independent Contractors' name (and corporate entity name, if applicable), confirmation whether such Independent Contractor is providing services pursuant to a written consulting contract; and

(xiv) to the knowledge of Gamehost, each Gamehost Group Member has, in all material respects, properly classified each Independent Contractor directly engaged or retained by them in accordance with all Applicable Laws and there are no outstanding actual or, to the knowledge of Gamehost, threatened material claims, complaints or investigations regarding any Gamehost Group Member's classification of such Independent Contractor and contingent workers.

(yy) Insurance. Policies of insurance (including the policies of insurance set forth in the Gamehost Disclosure Letter) are in force naming Gamehost or the Gamehost Subsidiary as insureds that adequately cover all risks as are customarily covered by operators and owners, as applicable, in the industries in which Gamehost operates. All such policies shall remain in force and effect and shall not be cancelled or otherwise terminated as a result of the transactions contemplated by this Agreement. The Gamehost Disclosure Letter contains a correct and complete list of all insurance policies of each Gamehost Group Member that are in effect and all insurance claims filed by any within the prior three years and a summary of the status of the claim and any payment on such claim.

(zz) Indebtedness to and by Officers, Directors and Others. Except as disclosed in the Gamehost Disclosure Letter, no Gamehost Group Member is indebted to any of its respective directors, officers, employees or consultants, or any of their respective associates or affiliates, or other parties not at arm's length, except for amounts due as normal compensation or reimbursement of ordinary business expenses, nor is there any indebtedness owing by any such parties to any Gamehost Group Member, as applicable.

(aaa) Related Party Agreements. Except as disclosed by Gamehost to Purchaser:

(i) there are no Related Party Agreements; and

(ii) there is no written or oral agreement, arrangement or understanding providing for termination or change of control payments to any Person in respect of a Related Party Agreement (including pursuant to any Related Party Termination Agreement) as a result of the execution and delivery of

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this Agreement, consummation of the transactions contemplated by this Agreement or otherwise.

(bbb) Compliance with Laws. The Leaseback Properties are, and to the knowledge of Gamehost, the Gamehost Properties are, in material compliance with, and are not in material violation of, any Applicable Laws. Each Gamehost Group Member has complied with and are not in violation of any Applicable Laws other than non-compliance or violations which would, individually or in the aggregate, not have a Material Adverse Effect.

(ccc) Restrictions on Business Activities. There is no judgment, injunction or Order binding upon Gamehost that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing Gamehost's business, operations or assets or result in, individually or in the aggregate, a Material Adverse Change or significantly impact the ability of Gamehost to consummate the Arrangement.

(ddd) Possession of Intellectual Property.

(i) Gamehost has disclosed in writing to the Purchaser: (i) all registered Intellectual Property Rights (or in respect of which an application for registration was made) owned or purported to be owned by any Gamehost Group Member, in each case listing the name and current owner, showing the jurisdiction in which each such Intellectual Property Right has been applied for or registered, the status, the application or serial number, the filing date and, where applicable, the registration and registration number; (ii) all domain names and social media identifiers that are owned or purported to be owned by any Gamehost Group Member; (iii) all trademarks, service marks, brands, logos, slogans, and trade names used and owned or purported to be owned by any Gamehost Group Member in the course of conducting their respective business that have not been registered or applied for. Except as disclosed in writing by Gamehost to Purchaser, a Gamehost Group Member exclusively owns all right, title and interest in and to the Owned Gamehost IP, free and clear of all Encumbrances, other than Permitted Encumbrances.

(ii) Except as disclosed in writing by Gamehost to Purchaser, each Gamehost Group Member owns with good and valid title thereto, free and clear of all Encumbrances, other than Permitted Encumbrances, or has the full, valid and enforceable right or license to use, and to continue to use, the Intellectual Property Rights owned (or purported to be owned) by or used by either of them in the operation, conduct or maintenance of their respective businesses in the manner presently operated, conducted and maintained (collectively, the "Gamehost IP").

(iii) The Gamehost IP is sufficient for each Gamehost Group Member to operate, conduct and maintain their respective business in the manner presently operated, conducted and maintained.

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(iv) Neither the operation, conduct or maintenance by any Gamehost Group Member of their respective business in the manner presently operated, conducted and maintained, nor the use by any Gamehost Group Member of the Gamehost IP in respect thereto infringes, misappropriates, misuses or violates the Intellectual Property Rights of any third party, or breaches any duty or obligation owed to any third party.

(v) Except as disclosed in writing by Gamehost to Purchaser, no Gamehost Group Member has received any written notice, complaint, threat or claim alleging: (A) the infringement, misappropriation, misuse or violation by it of any Intellectual Property Right of any third party or breach of any duty or obligation owed to any third party; or (B) that any Gamehost Group Member does not own the Gamehost IP or, in the case of Gamehost IP which is licensed to any Gamehost Group Member, as the case may be, that it does not have the right to use such Intellectual Property Rights in connection with the operation, conduct and maintenance of their business in the manner presently operated, conducted and maintained.

(vi) Except as disclosed in writing by Gamehost to Purchaser, no third party has infringed, misappropriated, misused or violated the Gamehost IP.

(vii) Each Gamehost Group Member has used and continues to use reasonable commercial efforts (including measures to protect secrecy and confidentiality, where appropriate) to protect the Gamehost IP.

(viii) Except as disclosed in writing by Gamehost to Purchaser, the entering into of this Agreement will not trigger any change of control payments or fees under any license agreements.

(ix) Following the closing of the transactions contemplated by this Agreement, each Gamehost Group Member will be entitled to continue to use, practice and exercise rights in all of the Gamehost IP to the same extent and in the same manner as prior to such closing.

(x) The Information Technology owned, licensed, leased or used by each Gamehost Group Member (collectively, the "Gamehost IT") is adequate for performance and security, and adequately satisfies the data processing and other computing needs of the respective businesses and operations of each Gamehost Group Member as presently operated, conducted and maintained.

(xi) All Gamehost Group Members: (A) have and continue to use reasonable commercial efforts to protect the security and integrity of the Gamehost IT and the information thereon; and (B) have adopted administrative, procedural, physical and technological safeguards (including disaster recovery and business continuity plans) to adequately and properly ensure the protection of their respective business.

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(xii) All Gamehost Group Members have collected, used, disclosed, stored, and otherwise processed all Personal Information under their custody and control materially in accordance with applicable data protection and privacy Laws.

(xiii) Except as disclosed in writing by Gamehost to Purchaser, all necessary assignments and waivers have been obtained from all Gamehost Employees, Independent Contractors, consultants, and any other persons who have contributed to the creation or development of any of the Gamehost IP, and without limiting the foregoing, all authors of any works included in the Gamehost IP have expressly waived, in writing, any and all moral rights they may have in such works, to the fullest extent permitted by Applicable Law, including under the Copyright Act (Canada).

(xiv) Except as disclosed in writing by Gamehost to Purchaser, no employee or former employee, contractor or independent contractor, or current or former officer of the Gamehost Group, or entity controlled by any current or former officer of the Gamehost Group, owns or has claimed or holds an interest in any of the Gamehost IP.

(xv) All registrations and applications for registration of Intellectual Property Rights owned or purported to be owned by any Gamehost Group Member (“Registered Gamehost IP”) are subsisting, in good standing, valid and enforceable and all maintenance and renewal fees due prior to the Effective Date have been paid.

(xvi) Nothing has been done or not been done as a result of which any Registered Gamehost IP has ceased or might cease to be valid, subsisting and in full force and effect.

(xvii) Except as disclosed in writing by Gamehost to Purchaser, Gamehost has not: (i) granted any licenses, options, or rights to any third party to use, enforce, or acquire any Gamehost IP; or (ii) been granted any licenses, options, or rights to use, enforce, or acquire any intellectual property, by a third party.

(xviii) There is no pending or threatened litigation, opposition, cancellation, re-examination, or other proceeding or challenge relating to any Gamehost IP.

(xix) All Gamehost Group Members are in compliance with all applicable open source software license terms and have not used any open source software in a manner that would require the disclosure, licensing, or distribution of any proprietary source code of any Gamehost Group Member, or that would otherwise subject any proprietary software of any Gamehost Group Member to any open source license obligations, in each case, other than as would not, individually or in the aggregate, have a Material Adverse Effect.

(eee) Anti-Spam Compliance.

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(i) Each Gamehost Group Member is, and has at all times been, in compliance with Anti-Spam Laws, and each Gamehost Group Member has adequate records as may be required by the CRTC or other Governmental Authority evidencing such compliance.

(ii) Each Gamehost Group Member has not received any notification or complaint from any Person and such Person has not received any communication sent by or on behalf of any Gamehost Group Member (or sent by or on behalf of another sender that any Gamehost Group Member aided, induced, procured or caused to send the communication) in violation of Anti-Spam Laws, including any notification or complaint that: (i) such Person has received a CEM sent by or on behalf of any Gamehost Group Member or such other sender that a Gamehost Group Member or such other sender did not have appropriate consent to send or otherwise was not permitted to send to such Person or for which the content of the CEM did not comply with Anti-Spam Laws, or (ii) such Person received a CEM that did not include an unsubscribe mechanism or the unsubscribe mechanism contained in a CEM sent by a Gamehost Group Member or such other sender was not appropriately presented or was not functional or that a Gamehost Group Member or such other sender failed to give effect to any withdrawal of consent or unsubscribe request within ten Business Days of receipt of same. No basis exists for any Person to give or make such notification or complaint.

(iii) Each Gamehost Group Member has not received any inquiries, warning letters, notices to produce, notices of investigation or notices of violation from the CRTC or any other applicable Governmental Authority, or been subject to a warrant or injunction, assessed any administrative monetary penalties by the CRTC, been the subject of a compliance and enforcement decision or entered into or discussed an undertaking with the CRTC as a result of non-compliance or alleged non-compliance with Anti-Spam Laws, and has not otherwise been subject to any enforcement actions with respect to Anti-Spam Laws. To the knowledge of Gamehost, no complaints have been filed with the CRTC or any other Governmental Authority regarding the compliance of any Gamehost Group Member with Anti-Spam Laws.

(iv) Except as disclosed in writing by Gamehost, each Gamehost Group Member has not installed or caused to be installed a computer program on any other Person’s computer system (within the meaning of CASL) and the business processes of each Gamehost Group Member do not provide for any such installation.

(fff) Corrupt Practices and Trade Legislation.

(i) No Gamehost Group Member, or any of their respective directors, officers, agents, employees or affiliates acting in their capacity as such, have, directly or indirectly: (A) made or authorized, or promised to make or authorize, any

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contribution, payment or gift of funds, property or other thing of value to any official, employee or agent of any governmental agency, authority or instrumentality (including government-owned or -controlled businesses) of any jurisdiction or any official or employee of any public international organization, state-owned enterprise, or a close relative thereof; or (B) made, or promised to make, or authorized any contribution, payment or gift of funds, property or other thing of value to any candidate for public office, to any political party, political party official or employee, in either case, where either the payment or the purpose of such contribution, payment, gift or other thing of value is to improperly influence any government action or decision or to secure an improper advantage for the purpose of obtaining or retaining business, or was, is, or would be prohibited under Anti-Corruption Laws applicable to any Gamehost Group Member and their respective operations and have instituted and maintained policies and procedures reasonably designed to promote compliance with applicable Anti-Corruption Laws. No action, suit or proceeding before any court or any arbitrator involving any Gamehost Group Member with respect to the Anti-Corruption Laws is ongoing or, to the knowledge of Gamehost, pending or threatened or has been pending or threatened. To the knowledge of Gamehost, there have been no investigations by any governmental agency, authority or body involving any Gamehost Group Member with respect to the Anti-Corruption Laws, nor are any ongoing, pending or threatened or have been pending or threatened.

(ii) The operations of each Gamehost Group Member are and have been conducted at all times in material compliance with applicable statutory and regulatory financial recordkeeping and reporting requirements, the accurate books and records requirements of Anti-Corruption Laws. No action, suit or proceeding before any court or any arbitrator involving any Gamehost Group Member with respect to the Anti-Corruption Laws is ongoing or, to the knowledge of Gamehost, pending or threatened or has been pending or threatened. To the knowledge of Gamehost, there have been no investigations by any governmental agency, authority or body involving any Gamehost Group Member with respect to the Anti-Corruption Laws, nor are any ongoing, pending or threatened or have been pending or threatened.

(iii) No Gamehost Group Member, nor to the knowledge of Gamehost, any director, officer, agent, employee or affiliate thereof has been the target of Economic Sanctions, and no Gamehost Group Member is in violation of any of the applicable Economic Sanctions, or is conducting or has conducted business with any Person who is the target of any Economic Sanctions or, to the knowledge of Gamehost, any Person who is owned (including through, held, or controlled) by such a Person.

(iv) There have been no material inaccurate or fictitious entries made in the books or records of any Gamehost Group Member (to the extent such books or records are kept in connection with the books and records of any

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Gamehost Group Member) relating to any secret or unrecorded fund or any unlawful payment, gift, political or charitable contribution or other thing of value or advantage, and no Gamehost Group Member, or, to the knowledge of Gamehost, their affiliates, has directly or indirectly established or maintained a secret or unrecorded fund.

(v) Gamehost:

(A) maintains systems of accounting and internal controls sufficient to provide reasonable assurances that: (1) the books and records of each Gamehost Group Member accurately and fairly reflect the transactions of such Gamehost Group Member, as applicable, in reasonable detail; (2) transactions are executed in accordance with management’s general or specific authorization; and (3) transactions are recorded as necessary to maintain accountability for assets;

(B) maintains a risk-based system of accounting and compliance controls sufficient to ensure that both entity’s financial statements are accurately and fairly stated and to monitor, prevent, detect and report transactions violating any Applicable Law that prohibits corruption or bribery; and

(C) has instituted policies and procedures in relation to business conduct and ethics required by Applicable Law and otherwise reasonably sufficient to provide reasonable assurances that the businesses of each Gamehost Group Member is conducted without any of the actions described in clause (i)(A) and (i)(B) of this Section 5.1(fff) and, to the knowledge of Gamehost, there has not been any material breach of such policies or procedures.

(vi) Without limiting the generality of the foregoing, each Gamehost Group Member, and each of their respective officers and employees, and each of their respective consultants, agents and representatives, acting in their capacity as such, is in material compliance with all Applicable Laws relating to lobbying activities and campaign contributions, if any, and all filings required to be made under any Applicable Law relating to such lobbying activities and campaign contributions are accurate and have been properly filed with the appropriate Governmental Authority in all material respects.

(vii) For the avoidance of doubt, any reference to “other thing of value” in this Section 5.1(fff) includes meals, entertainment, travel and lodging.

(viii) For purposes of this Section 5.1(fff) only, “affiliates” means those affiliates acting in connection with the properties, assets or business of a Gamehost Group Member, as applicable.

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5.2 Investigation

Any investigation by Purchaser and its advisors shall not mitigate, diminish or affect the representations and warranties of any Gamehost Group Member pursuant to this Agreement.

5.3 Disclaimer

Purchaser agrees and acknowledges that, except as set forth in this Agreement, each Gamehost Group Member makes no representation or warranty, express or implied, at law or in equity, with respect to any Gamehost Group Member, its businesses, its past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed.

5.4 Survival of Representations and Warranties

The representations and warranties of each Gamehost Group Member contained in this Agreement shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 6

CONDITIONS PRECEDENT

6.1 Mutual Conditions Precedent

The respective obligations of the Parties to consummate the transactions contemplated by this Agreement, and in particular to complete the Arrangement, are subject to the satisfaction, on or before the Effective Time, or such other time specified, of the following conditions:

(a) the Interim Order shall have been granted in form and substance satisfactory to each of Purchaser and Gamehost, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to Purchaser or Gamehost, each acting reasonably, on appeal or otherwise;

(b) the Gamehost Transaction Resolution shall have been approved by the Gamehost Shareholders by the Gamehost Required Approval at the Gamehost Meeting in accordance with the Interim Order;

(c) the Final Order shall have been granted on terms consistent with this Agreement, and such order shall not have been set aside or modified in a manner unacceptable to Purchaser or Gamehost, acting reasonably, on appeal or otherwise;

(d) the Key Regulatory Approvals shall have been obtained, and the Key Regulatory Approvals shall be in full force and effect at the Effective Time; and

(e) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect at the Effective Time and has the effect

of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement.

The conditions in this Section 6.1 are for the mutual benefit of the Parties and may be asserted by Purchaser or Gamehost regardless of the circumstances and may be waived by the mutual written consent of the Parties, in whole or in part, at any time and from time to time without prejudice to any other rights that the Parties may have, including the right of the Parties to rely on any other of such conditions.

6.2 Additional Conditions to Obligations of Purchaser

The obligation of Purchaser to consummate the transactions contemplated by this Agreement, and in particular to complete the Arrangement, is subject to the satisfaction, on or before the Effective Time or such other time specified, of the following conditions:

(a) each Gamehost Group Member shall have performed, fulfilled and complied with, in all material respects, each of its covenants herein to be performed, fulfilled or complied with on or before the Effective Time, and each Gamehost Group Member shall have provided to Purchaser a certificate of two executive officers certifying, without personal liability, compliance with such covenants dated the Effective Date;

(b) that:

(i) the representations and warranties in Sections 5.1(a) (Organization and Qualification), 5.1(b) (Authority Relative to this Agreement), 5.1(c) (Material Subsidiaries; Joint Ventures), 5.1(d) (Ownership of the Gamehost Subsidiary) and 5.1(e) (Ownership of GMI) shall be true and correct in all respects as of the Agreement Date and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier date);

(ii) the representations and warranties in Section 5.1(w) (Capitalization) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Agreement Date and shall be true and correct in all respects (except for de minimis inaccuracies and as a result of transactions, changes, conditions and events or circumstances permitted hereunder) as of the Effective Date as if made on and as of such date;

(iii) the representations and warranties in Sections 5.1(ll) (Real Property Title), 5.1(mm) (Leaseback Properties Title), 5.1(nn) (No Expropriation, etc), Section 5.1(oo)(ii) (No Defaults under Leases and Agreements) and 5.1(pp) (Leaseback Properties) shall be true and correct in all material respects as of the Effective Date as if made on and as of each date; and

(iv) all other representations and warranties of each Gamehost Group Member set forth in this Agreement shall be true and correct as of the Agreement

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Date and shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations and warranties to be so true and correct would not have, or would not reasonably be expected to have, a Material Adverse Effect or prevent the completion of the transactions contemplated in this Agreement (and, for this purpose, any reference to “material”, “Material Adverse Effect” or any other concept of materiality in such representations and warranties shall be ignored),

and Gamehost shall have provided to Purchaser a certificate of two executive officers certifying, without personal liability, such accuracy on the Effective Date;

(d) executed Resignations and Mutual Releases shall have been received by Purchaser from all directors of the Gamehost Board, each of the Gamehost officers and each director and officer (or their equivalent) of each other Gamehost Group Member (other than GMI), and the applicable Gamehost Group Member shall have executed and delivered each of the Resignations and Mutual Releases;

(e) the deliveries required to be executed and delivered pursuant to Section 3.9(d) shall have been so executed and delivered;

(f) no Gamehost Property will be either temporarily or permanently shut down, except for any temporary shutdown that is in the Ordinary Course of Business, including for repairs or maintenance of assets, properties or equipment used in the operation of any Gamehost Property;

(g) holders of not greater than 5% of the outstanding Gamehost Shares shall have validly exercised Dissent Rights in respect of the Arrangement that have not been withdrawn as of the Effective Date;

(h) between the Agreement Date and the Effective Time, there shall not have occurred any changes, events, circumstances or developments that would reasonably be expected to have (individually or in the aggregate) a Material Adverse Effect;

(i) at the Effective Time, subject to payment of the premium in respect thereof, the Title Company shall be irrevocably committed to issue the Owner’s Title Policy; and

(j) at the Effective Time, GPCo shall be a registrant for GST purposes and Purchaser shall have received GPCo’s GST registration number.

The conditions in this Section 6.2 are for the exclusive benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances or may be waived by Purchaser in its sole discretion,

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in whole or in part, at any time and from time to time without prejudice to any other rights which Purchaser may have, including the right of Purchaser to rely on any other of such conditions.

6.3 Additional Conditions to Obligations of Gamehost

The obligation of Gamehost to consummate the transactions contemplated by this Agreement, and in particular to complete the Arrangement, is subject to the satisfaction, on or before the Effective Time or such other time specified, of the following conditions:

(a) Purchaser shall have performed, fulfilled and complied with in all material respects each of its covenants herein to be performed, fulfilled or complied with on or before the Effective Time, and Purchaser shall have provided to Gamehost a certificate of two executive officers certifying without personal liability, compliance with such covenants dated the Effective Date;

(b) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct as of Agreement Date and shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations and warranties to be so true and correct would not reasonably be expected to prevent the completion of the transactions contemplated in this Agreement (and, for this purpose, any reference to "material" or any other concept of materiality in such representations and warranties shall be ignored), and Purchaser shall have provided to Gamehost a certificate of two executive officers certifying such accuracy on the Effective Date; and

(c) Purchaser shall have deposited, or caused to be deposited, with the Depositary, sufficient funds to satisfy Purchaser's obligations under Section 2.6.

The conditions in this Section 6.3 are for the exclusive benefit of Gamehost and may be asserted by Gamehost regardless of the circumstances or may be waived by Gamehost in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Gamehost may have, including the right of Gamehost to rely on any other of such conditions.

6.4 Notice and Cure Provisions

(a) Each Party shall give prompt notice to each other Party of the occurrence, or failure to occur, at any time from the Agreement Date to the Effective Date, of any event or state of facts that would, or would be likely to:

(i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the Agreement Date or at the Effective Date; or

(ii) result in the failure to comply with or satisfy any covenant or condition to be complied with or satisfied by any Party hereunder prior to or at the Effective Date, in each case to the extent that the conditions in Section

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6.2(a) and Section 6.2(b), in the case of the Gamehost Group’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Purchaser’s representations, warranties and covenants, would not be capable of being satisfied at any time from the Agreement Date until the Effective Date. No such notification shall affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder.

(b) Neither Gamehost nor Purchaser may elect to terminate this Agreement as provided for in Section 9.1(c) unless promptly, and in any event prior to the issuance of the Certificate: (i) the Party intending to rely thereon has delivered a written notice to the Other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition or conditions precedent and shall provide in such notice that the Other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within ten days after receipt of such notice (except that no cure period shall be provided and this Section 6.4(b) shall not apply in the case of a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); and (ii) if the breaches of covenants, representations and warranties or other matters specified in such notice have not been cured by the date that is the earlier of the Outside Date and the date that is ten days after receipt of such notice, such date shall be the termination date. More than one such notice may be delivered by a Party.

6.5 Merger of Conditions

The conditions set out in this Article 6 are conclusively deemed to have been satisfied, waived or released upon the issuance of a Certificate in respect of the Arrangement.

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Covenants Regarding Non-Solicitation

(a) Each Gamehost Group Member shall, and shall cause each other Gamehost Group Member, its subsidiaries and its and their respective Representatives, as applicable, to:

(i) immediately cease and cause to be terminated all existing solicitations, encouragements, discussions or negotiations (including through any of their Representatives), if any, with any third parties (other than Purchaser or its Representatives), initiated before the Agreement Date with respect to any Person that has made, indicated any interest in making or may reasonably be expected to make, an Acquisition Proposal;

(ii) as and from the Agreement Date until termination of this Agreement pursuant to Article 9, immediately discontinue providing access to and

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disclosure of any of its confidential information and not allow or establish further access to any of its confidential information, or any data room, virtual or otherwise, to any Person (other than Purchaser or its Representatives) who has entered into a confidentiality agreement with any Gamehost Group Member relating to an Acquisition Proposal;

(iii) pursuant to and in accordance with each applicable confidentiality agreement relating to an Acquisition Proposal, promptly request the return or destruction of all information provided to any third parties that have entered into a confidentiality agreement with such Gamehost Group Member and the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Gamehost Group Member or any of its subsidiaries, and shall use reasonable commercial efforts to cause such requests to be honoured; and

(iv) not release, waive, terminate or otherwise forbear in the enforcement of, amend or modify, or enter into or participate in any discussions, negotiations or agreements to release, waive or otherwise forbear or amend or modify, any rights or other benefits under any confidentiality agreements to which any Gamehost Group Member is a party, including any "standstill provisions" thereunder. Each Gamehost Group Member undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants or agreements that it has entered into with third parties prior to the Agreement Date.

(b) Each Gamehost Group Member shall not, directly or indirectly, do, nor authorize or permit any of its Representatives to do, any of the following:

(i) solicit, assist, initiate, entertain or knowingly facilitate or encourage or take any action to solicit, assist, initiate, entertain or knowingly facilitate or encourage any Acquisition Proposal, or engage in any communication regarding the making of any proposal or offer that constitutes, or may reasonably be expected to constitute or lead to an Acquisition Proposal, including by way of furnishing information or access to properties, facilities or books and records;

(ii) withdraw, amend, modify or qualify, or propose to withdraw, amend, modify or qualify, in any manner adverse to Purchaser or which could reasonably be expected to impede, interfere with or delay the Arrangement, or prevent the completion of the Arrangement, the Gamehost Board Recommendation (or any related recommendation by any committee of the Gamehost Board);

(iii) make any public announcement or take any other action inconsistent with the Gamehost Board Recommendation;

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(iv) enter into or otherwise engage or participate in any negotiations or any discussions regarding any inquiry, proposal or offer that constitutes or may constitute or may reasonably be expected to lead to an Acquisition Proposal, or furnish or provide access to any information with respect to any Gamehost Group Member’s securities, business, properties, operations or conditions (financial or otherwise) in connection with or in furtherance of an Acquisition Proposal, or otherwise cooperate in any way with, or assist or knowingly participate in, facilitate or encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing;

(v) accept, recommend, approve, agree to, endorse or propose publicly to accept, recommend, approve, agree to or endorse an Acquisition Proposal, or, for a period in excess of three Business Days, take no position or a neutral position with respect to a publicly announced or publicly proposed, Acquisition Proposal; or

(vi) accept, approve, endorse or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with Section 7.1(b)(vi)) or publicly propose to accept, approve, endorse or enter into any agreement, understanding or arrangement (including any letter of intent or agreement in principle) in respect of or in any way related to any Acquisition Proposal or providing for the payment of any break, termination or other fees or expenses to any Person, if any Gamehost Group Member completes the transactions contemplated hereby;

except that notwithstanding the provisions of clauses (ii) and (iii) of Section 7.1(a) or this Section 7.1(b), Gamehost and its Representatives may:

(vii) at any time prior to obtaining the Gamehost Required Approval, enter into, or participate in, any discussions or negotiations with an arm’s length third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the Agreement Date, by Gamehost or any of its Representatives) seeks to initiate such discussions or negotiations and, subject to execution of a confidentiality and standstill agreement and/or clean teams agreement (referred to herein as a “confidentiality and standstill agreement”) with terms at least as restrictive to such counterparty as the Confidentiality Agreement (on the condition that such confidentiality and standstill agreement shall provide for the disclosure thereof, along with the information provided thereunder, to Purchaser), may furnish to such third party information concerning Gamehost and its business, affairs, properties and assets (on the condition that such third party is not furnished with greater access or information than Purchaser), in each case if and only to the extent that:

(A) the third party has first made a written bona fide Acquisition Proposal, which did not result from a breach of this Section 7.1, and in respect of which the Gamehost Board determines in good faith,

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after consultation with its external legal counsel and the Financial Advisor or other professional financial advisors as reflected in the minutes of the Gamehost Board, constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal;

(B) prior to furnishing such information to or entering into or participating in any such negotiations or initiating any discussions with such third party, Gamehost promptly provides written notice to Purchaser to the effect that it is furnishing information to or entering into or participating in discussions or negotiations with such Person or entity and provides to Purchaser a true and complete copy of the final executed confidentiality and standstill agreement entered into with such Person or entity in compliance with this Section 7.1(b)(vii) and the information required to be provided under Section 7.1(c) and 7.1(d); and

(C) each Gamehost Group Member has been, and Gamehost would be after entering into or participating in any such discussions or negotiations, in compliance with all of its obligations under this Section 7.1;

(viii) comply with Division 3 of National Instrument 62-104 – Take-Over Bids and Issuer Bids and similar provisions under Applicable Securities Laws relating to the provision of directors’ circulars and make appropriate disclosure with respect thereto to the Gamehost Shareholders; and

(ix) at any time prior to obtaining the Gamehost Required Approval, withdraw the Gamehost Board Recommendation (or any recommendation by any committee of the Gamehost Board) and accept, recommend, approve or enter into an agreement to implement a Superior Proposal from a third party, but only if prior to such acceptance, recommendation, approval or implementation: (A) the Gamehost Board shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated by Section 7.1(d) and after receiving the advice of the Financial Advisor or other professional financial advisors and external legal counsel, as reflected in minutes of the Gamehost Board, that such Superior Proposal is in the best interests of Gamehost and failure to take such action by the Gamehost Board would be inconsistent with its fiduciary duties under Applicable Law; (B) Gamehost complies with its obligations set out in Section 7.1(d); and (C) if Gamehost is entering into an agreement to implement a Superior Proposal, Gamehost terminates this Agreement in accordance with Section 9.1(e) and concurrently therewith pays the amount required by Section 7.2, as applicable.

(c) If, after the Agreement Date, any Gamehost Group Member or any of its subsidiaries is in receipt of a bona fide Acquisition Proposal or any request (which request may be reasonably considered to be in furtherance of, or in relation to, an

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Acquisition Proposal) for non-public information relating to any Gamehost Group Member or its properties, facilities, books or records, such Gamehost Group Member shall promptly (and in any event within 24 hours of receipt by such Gamehost Group Member) notify Purchaser (at first orally and then in writing) of any Acquisition Proposal (or any amendment thereto) or any amendments to the foregoing received by such Gamehost Group Member. Such notice shall include a copy of any written Acquisition Proposal (and any amendment thereto) or any such request (which request may be reasonably considered to be in furtherance of, or in relation to, an Acquisition Proposal) for non-public information relating to any Gamehost Group Member or its properties, facilities, books or records received by such Gamehost Group Member or, if no written Acquisition Proposal has been received, a description of the material terms and conditions of, and the identity of the Person making any inquiry, proposal or offer or request (to the extent then known by such Gamehost Group Member). Such Gamehost Group Member shall also provide such further and other details of the Acquisition Proposal, request or any amendment thereto as Purchaser may reasonably request (to the extent then known by such Gamehost Group Member). Such Gamehost Group Member shall keep Purchaser fully and promptly informed of the status, including any change to the material terms, of any Acquisition Proposal, request or any amendment thereto, shall respond promptly to all reasonable inquiries by Purchaser with respect thereto, and shall promptly provide to Purchaser copies of all substantive correspondence and other written material sent to or provided to such Gamehost Group Member by any Person in connection with such inquiry, proposal, offer or request or sent or provided by such Gamehost Group Member to any Person in connection with such inquiry, proposal, offer or request.

(d) Following determination by the Gamehost Board that an Acquisition Proposal constitutes a Superior Proposal, Gamehost shall give Purchaser, orally and in writing, at least five Business Days advance notice of any decision by the Gamehost Board to accept, recommend, approve or enter into an agreement (other than a confidentiality and standstill agreement) to implement a Superior Proposal, which notice shall:

(i) confirm that the Gamehost Board has determined that such Acquisition Proposal constitutes a Superior Proposal;

(ii) identify the third party making the Superior Proposal;

(iii) if Gamehost is proposing to enter into an agreement to implement such Superior Proposal, confirm that the entering into of a definitive agreement to implement such Superior Proposal is not subject to any financing condition, due diligence condition or access condition; and

(iv) if Gamehost is proposing to enter into an agreement to implement such Superior Proposal, confirm that a definitive agreement to implement such Superior Proposal has been settled between Gamehost and such third party in all material respects (including in respect of the value and financial terms

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and the value ascribed to any non-cash consideration offered under such Acquisition Proposal), and Gamehost will concurrently provide a true and complete copy thereof, together with all supporting materials, including any financing documents supplied to Gamehost in connection therewith, and will thereafter promptly provide any amendments thereto, to Purchaser.

During the five Business Day period commencing on the delivery of such notice (such period, the "Matching Period"), Gamehost agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not change, withdraw, withhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the Gamehost Board Recommendation. During the Matching Period, Purchaser shall have the opportunity (but not the obligation) to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal. In addition, during the Matching Period, or such longer period as Gamehost may approve in writing for such purpose: (i) the Gamehost Board shall review any offer made by Purchaser to amend this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) Gamehost shall negotiate in good faith with Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Gamehost Board determines that such Acquisition Proposal would cease to be a Superior Proposal: (A) Gamehost shall promptly so advise Purchaser, and Gamehost, GMI, Gamehost Subsidiary, GPCo and Purchaser shall amend this Agreement to reflect such offer made by Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing; and (B) the Gamehost Board shall not accept, recommend, approve or enter into any agreement to implement such Acquisition Proposal and shall not release the party making the Acquisition Proposal from any standstill provisions and shall not change, withdraw, withhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify, the Gamehost Board Recommendation. Gamehost acknowledges that each successive modification of any Superior Proposal that results in an increase in the consideration (or the value thereof) to be received by Gamehost Shareholders or other terms or conditions shall constitute a new Superior Proposal for purposes of the requirement under this Section 7.1(d) to initiate a new Matching Period.

In the event that any Acquisition Proposal is made or announced on a date which is less than five Business Days prior to the Gamehost Meeting, Purchaser shall be entitled to require Gamehost to adjourn or postpone the Gamehost Meeting, in each case to a date that is not more than five Business Days after the latest date then scheduled for the Gamehost Meeting, in accordance with this Agreement, in order to address such Acquisition Proposal and, if the Gamehost Board determines such

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Acquisition Proposal to be a Superior Proposal, to observe and satisfy the Matching Period.

(e) The Gamehost Board shall promptly and in any event within 24 hours after the determination in clause (i) or (ii) below, reaffirm the Gamehost Board Recommendation by news release after any Acquisition Proposal is publicly announced or made if the Gamehost Board determines that:

(i) such Acquisition Proposal does not constitute a Superior Proposal in accordance with this Section 7.1; or
(ii) an amendment to the terms of this Agreement has been agreed that results in the Acquisition Proposal not being a Superior Proposal. Gamehost shall provide Purchaser and its external legal counsel with a reasonable opportunity to review the form and content of any such news release and shall make all reasonable amendments to such news release as requested by Purchaser and its external legal counsel.

(f) Purchaser agrees that all information that may be provided to it by Gamehost with respect to any Superior Proposal pursuant to this Section 7.1 shall be treated as if it were "Confidential Information" as that term is defined in the Confidentiality Agreement, and such information shall not be disclosed or used except in accordance with the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings.
(g) Each Gamehost Group Member shall ensure that its Representatives are aware of the provisions of this Section 7.1. Each Gamehost Group Member shall be responsible for any breach of this Section 7.1 by its Representatives.
(h) The Gamehost Group Members are jointly and severally liable for the obligations of each Gamehost Group Member pursuant to this Section 7.1.

7.2 Purchaser Disposition of Rights

If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement:

(a) the Gamehost Board (or any committee thereof): (i) fails to make the Gamehost Board Recommendation as required hereunder; (ii) changes, withdraws, withholds, amends, modifies or qualifies, or proposes publicly to change, withdraw, withhold, amend, modify or qualify, the Gamehost Board Recommendation in a manner adverse to Purchaser (it being understood that the taking of a neutral position or no position with respect to a publicly announced or publicly proposed Acquisition Proposal beyond the earlier of a period of five Business Days following such announcement or the date which is the day prior to the date proxies in respect of the Gamehost Meeting must be deposited shall be considered an adverse modification to such recommendation); (iii) fails to reaffirm publicly the Gamehost Board Recommendation: (A) in the manner and within the time period set out in

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Section 7.1(e); or (B) within five Business Days after having been requested to do so by Purchaser; or (iv) resolves to do any of the foregoing, and this Agreement is terminated pursuant to Section 9.1(d);

(b) Gamehost breaches any of its obligations under Section 7.1 in any material respect and this Agreement is terminated pursuant to Section 9.1(d);

(c) the Gamehost Board (or any committee thereof): (i) accepts, recommends, approves, agrees to, endorses or enters into, or proposes publicly to accept, recommend, approve, agree to, endorse or enter into, an agreement, understanding or letter of intent to implement any Acquisition Proposal; or (ii) fails to recommend unequivocally against acceptance of any Acquisition Proposal, and this Agreement is terminated pursuant to Section 9.1(d);

(d) this Agreement is terminated by Gamehost or Purchaser pursuant to:

(i) Section 9.1(b)(i) (Failure to Obtain Gamehost Shareholder Approval); or

(ii) Section 9.1(b)(iii) (Occurrence of Outside Date) except in the event that the right to terminate this Agreement under Section 9.1(b)(iii) is not available to Purchaser (as a result of a failure by Purchaser to fulfill any of its obligations under this Agreement which is the principal cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date),

and prior to such termination, an Acquisition Proposal, or an intention to make an Acquisition Proposal, for Gamehost has been publicly announced, proposed, disclosed, offered or made by any Person (other than Purchaser or its affiliates) and, within 12 months following the date of such termination: (i) the Gamehost Board recommends any Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not within such 12 month period); (ii) Gamehost enters into a binding definitive agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 7.1(b)) in respect of any Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not within such 12 month period); or (iii) any Acquisition Proposal is consummated with Gamehost; or

(e) prior to approval of the Gamehost Transaction Resolution, if Gamehost enters into, or the Gamehost Board authorizes Gamehost to enter into, a definitive agreement (other than a confidentiality and standstill agreement) with respect to a Superior Proposal pursuant to Section 7.1(b)(ix), provided that Gamehost has complied with its obligations set out in Section 7.1 and this Agreement is terminated pursuant to Section 9.1(e),

(each of the above, if not waived by Purchaser, being (upon expiration of the applicable cure period) hereinafter referred to as a “Purchaser Disposition Event”), Gamehost shall pay to Purchaser $12 million (the “Purchaser Termination Amount”), in consideration for the disposition of Purchaser’s rights

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under this Agreement, in immediately available funds, to an account designated by Purchaser, as follows:

(i) if the Purchaser Termination Amount is payable pursuant to Section 7.2(a), Section 7.2(b) or Section 7.2(c), the Purchaser Termination Amount shall be payable within two Business Days following the occurrence of such Purchaser Disposition Event;

(ii) if the Purchaser Termination Amount is payable pursuant to Section 7.2(d), the Purchaser Termination Amount shall be payable upon the consummation of, the Acquisition Proposal referred to therein; or

(iii) if the Purchaser Termination Amount is payable pursuant to Section 7.2(e), the Purchaser Termination Amount shall be payable concurrently with the termination of this Agreement.

(f) Gamehost shall only be obligated to pay one Purchaser Termination Amount pursuant to this Section 7.2. For greater certainty, the Purchaser Termination Amount shall be payable by Gamehost under this Section 7.2 as a result of the occurrence of a Purchaser Disposition Event regardless of whether Gamehost has paid the Purchaser Expense Reimbursement Amount.

7.3 Purchaser Expense Reimbursement

If this Agreement is terminated:

(a) by Gamehost or Purchaser pursuant to Section 9.1(b)(i) (Failure to Obtain Gamehost Shareholder Approval); or

(b) by Gamehost or Purchaser pursuant to Section 9.1(c) (Failure of Conditions) if the condition that has not been satisfied is the condition set forth in Section 6.1(b) and such condition has not been satisfied primarily as the result of a failure by Gamehost to perform its obligations under Section 2.3(a), 2.3(b) or Section 3.4(e), and not as a result of any delay or inability to call or hold the Gamehost Meeting arising from any circumstance outside the reasonable control of Gamehost, in each case despite Gamehost having used commercially reasonable efforts to call and hold the Gamehost Meeting in accordance with the terms of this Agreement,

(each of the above hereinafter referred to as a “Purchaser Expense Reimbursement Event”), Gamehost shall pay to Purchaser $5 million (the “Purchaser Expense Reimbursement Amount”), in consideration for the expenses incurred by Purchaser in connection with the Arrangement, in immediately available funds, to an account designated by Purchaser, provided that if Purchaser is in material breach of its obligations at the time of termination of this Agreement such amount will not be payable. For greater certainty, the Purchaser Expense Reimbursement Amount shall be payable by Gamehost under this Section 7.3 as a result of the occurrence of a Purchaser Expense Reimbursement Event regardless of whether Gamehost has paid the Purchaser Termination Amount.

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7.4 Gamehost Disposition of Rights

If at any time after the execution and delivery of this Agreement and, prior to the termination of this Agreement, this Agreement is terminated by Purchaser or Gamehost pursuant to Section 9.1(b)(iii) (Occurrence of Outside Date), if as of the time of termination, the only conditions set forth in Section 6.1 (Mutual Conditions Precedent), 6.2 (Additional Conditions to Obligations of Purchaser) and 6.3 (Additional Conditions to Obligations of Gamehost) that have not been satisfied or waived by Purchaser, as applicable, are:

(a) the condition in Section 6.3(c) (Deposit);
(b) the condition in Section 6.3(a) (Covenants of Purchaser) solely and exclusively insofar as related to Section 2.6 (Payment of Consideration); and
(c) the conditions that by their terms are to be satisfied at the Effective Time and that are capable of being satisfied,

(each of the above, if not timely cured, if applicable, or waived by Gamehost, being (upon expiration of the applicable cure period) hereinafter referred to as a “Gamehost Disposition Event”), Purchaser shall pay to Gamehost $12 million (the “Gamehost Termination Amount”), in consideration for the disposition of each Gamehost Group Member’s rights under this Agreement (other than the rights of the Gamehost Group under Section 3.6), in immediately available funds, to an account designated by Gamehost, provided that if Gamehost is in material breach of its obligations at the time of termination of this Agreement, such amount will not be payable. If a Gamehost Termination Amount is payable pursuant to this Section 7.4, the Gamehost Termination Amount shall be paid within three Business Days following the Gamehost Disposition Event. Purchaser shall only be obligated to pay one Gamehost Termination Amount pursuant to this Section 7.4.

7.5 Quantum of Termination Amounts and Specific Performance

(a) Each Party acknowledges that the payment of the amounts set out in:

(i) Section 7.2 is a payment in consideration for the disposition of Purchaser’s rights under this Agreement;
(ii) Section 7.3 is a payment in consideration for the expenses incurred by Purchaser in connection with the Arrangement; and
(iii) Section 7.4 is a payment in consideration for the disposition of Gamehost’s rights under this Agreement,

and agrees that such amount represents a genuine pre-estimate of the damages that Purchaser or Gamehost (as applicable) will suffer or incur as a result of the event giving rise to the disposition of rights (or reimbursement of expenses, as the case may be) under this Agreement and the resultant termination of this Agreement and is not a penalty. Purchaser and Gamehost irrevocably waive any right it may have to raise as a defence that any such amounts payable by it are excessive or punitive.

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(b) For greater certainty, the Parties agree that receipt of an amount pursuant to Section 7.2 (and, if applicable, Section 7.3) or Section 7.4 is the sole remedy of Purchaser, Gamehost, GMI, Gamehost Subsidiary or GPCo (as applicable) hereunder in such circumstances (other than with respect to the rights of the Gamehost Group under Section 3.6), except that this limitation shall not apply in the event of fraud, or wilful or intentional breach of this Agreement, by the Party that has made, or is required to make, a payment pursuant to Section 7.2 (and, if applicable, Section 7.3) or Section 7.4, and, in such circumstances, a non-breaching Party may pursue an action against the breaching Party for damages.

(c) Nothing in Section 7.2 (and, if applicable, Section 7.3), Section 7.4 or this Section 7.5 shall, in circumstances where the Purchaser Termination Amount or the Gamehost Termination Amount, as applicable, is not payable, otherwise preclude Purchaser from pursuing an action against any Gamehost Group Member, or any Gamehost Group Member from pursuing an action against Purchaser, as the case may be, for damages for a breach under this Agreement or from seeking and obtaining injunctive relief to restrain any breach or threatened breach of the covenants or agreements of such breaching Party set out in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting bond or security in connection therewith.

7.6 Fees and Expenses

Except as expressly set out in this Agreement, each Party covenants and agrees to bear its own fees, costs and expenses in connection with the transactions contemplated by this Agreement and the Arrangement.

7.7 Access to Information; Confidentiality

(a) From and after the Agreement Date until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with Applicable Laws (including antitrust and competition Laws) and the terms of any existing Contracts (including the Confidentiality Agreement), Gamehost shall, and shall cause each other Gamehost Group Member and its and their respective Representatives to, provide Purchaser, the Sale-Leaseback Purchaser and their respective Representatives such access as Purchaser may reasonably require at all reasonable times, at Purchaser's sole cost and expense and only during normal business hours, including for the purpose of facilitating integration business planning, to their premises, books, Contracts, Returns, records, Information Technology, properties (including the Gamehost Properties), assets, officers, employees, agents and management personnel, and shall furnish promptly to Purchaser, the Sale-Leaseback Purchaser and their respective Representatives all data and information as Purchaser, the Sale-Leaseback Purchaser and their respective Representatives may reasonably request for such purposes and in order to permit Purchaser to be in a position to expeditiously and efficiently integrate the business and operations of Purchaser and Gamehost after the Effective Date; provided that no investigations

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made by or on behalf of Purchaser, whether under this Section 7.7 or otherwise, shall waive, diminish the scope of, or otherwise affect, or be deemed to modify, any representation or warranty made by Gamehost herein. Without limiting the foregoing and subject to compliance with Applicable Law and the terms of any existing Contracts (including the Confidentiality Agreement): (i) Purchaser, the Sale-Leaseback Purchaser and their respective Representatives shall, upon reasonable prior notice, have the right to conduct inspections of the properties of each Gamehost Group Member; (ii) Gamehost shall, upon Purchaser’s request, facilitate discussions between Purchaser and any third party from whom consent may be required; and (iii) Gamehost and Purchaser shall form a committee consisting of appropriate senior officers and other representatives that shall meet on a regular basis for the purpose of integration business planning, with mechanisms in place to ensure that all pre-closing activities of Gamehost and Purchaser continue to be conducted independently and in compliance with Applicable Laws.

(b) Without limitation to the foregoing, during the period between the Agreement Date and the Effective Time: (i) Purchaser, the Sale-Leaseback Purchaser and their respective Representatives, at Purchaser’s cost, may conduct such surveys and testing, investigations and inspections of the Gamehost Properties including physical and structural inspections, tests (including soil tests and roof core samples) and environmental audits, including Phase I and Phase II environmental site assessments of soil and groundwater conditions, site investigations, or other tests, measurements or surveys, in each case subject to the remaining provisions of this Section 7.7 (collectively “Inspections”) as Purchaser elects in its sole discretion; and (ii) the Gamehost Group Members shall provide, at reasonable times during normal business hours, reasonable access to the Gamehost Properties to Purchaser, the Sale-Leaseback Purchaser and their respective Representatives for such purpose. With respect to Inspections of Gamehost Properties other than the Leaseback Properties, the Gamehost Group Members shall use reasonable commercial efforts to facilitate landlord’s consent, if applicable, and such Inspections shall be subject to the receipt of such consents and be on the terms contained in such consents. Purchaser’s right to perform the Inspections will not unreasonably interfere with the rights of the tenants, guests and customers at the Gamehost Properties and the Inspections shall not unreasonably interfere with the business operations at the Gamehost Properties. Purchaser will cause the Sale-Leaseback Purchaser and its and their Representatives, contractors and consultants that will be performing such Inspections (other than purely visual inspections) to obtain commercial general liability insurance on an occurrence basis as well as aggregate limit bodily injury, death and property damage per occurrence, in each case with limits of not less than $2,000,000 per occurrence.

(c) Gamehost shall provide information and reasonable assistance to Purchaser in implementing a communications plan of Purchaser in respect of the Gamehost Employees. Purchaser shall consult with and consider the reasonable comments of Gamehost in connection with the implementation of such plan.

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(d) Nothing in this Section 7.7 shall require a Party to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party or information that, in the opinion of the Party, acting reasonably, is competitively sensitive (provided that the Parties acknowledge and agree that external counsel to the Parties may have access to such information on a privileged and confidential basis in connection with obtaining regulatory approvals required in connection with the Arrangement, including the Key Regulatory Approvals) or may result in jeopardizing a Party’s legal privilege in respect of such information.

(e) The Parties acknowledge and agree that all information provided by a Party (or any of its Representatives) pursuant to this Section 7.7 shall be considered to be “Confidential Information” for purposes of the Confidentiality Agreement and shall be subject to the Confidentiality Agreement, provided, however that Purchaser shall be permitted to provide such information which is provided to it to the Sale-Leaseback Purchaser and the Sale-Leaseback Purchaser’s Representatives subject to the obligations of Purchaser in respect of such information pursuant to the Confidentiality Agreement.

7.8 Brokers

Gamehost represents and warrants that, except for the Financial Advisor, no financial advisor, broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, or to the reimbursement of any of its expenses, in connection with the Arrangement. Gamehost has provided to Purchaser a correct and complete copy of all agreements relating to the arrangements between Gamehost and its financial advisors as are in existence at the Agreement Date and agrees not to amend the terms of any such agreements relating to the payment of fees and expenses or indemnification without the prior written approval of Purchaser.

7.9 Privacy Issues

(a) For the purposes of this Section 7.9, “Transferred Information” means any Personal Information to be disclosed or conveyed to one Party or any of its Representatives (for purposes of this Section 7.9, the “Recipient”) by or on behalf of another Party (for purposes of this Section 7.9, the “Disclosing Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such Personal Information disclosed to the Recipient on or prior to the Agreement Date.

(b) Each Disclosing Party acknowledges and confirms that any Transferred Information which it is responsible for disclosing to a Recipient is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated in this Agreement, and if the determination is made to proceed with such transactions contemplated, to complete them.

(c) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of the purposes for which the Transferred Information was

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initially collected from or in respect of the individual to which such Transferred Information relates and the additional purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Applicable Law, obtained the consent of such individual to such collection, use or disclosure.

(d) In addition to its other obligations hereunder, each of the Parties covenants and agrees to, and shall use reasonable commercial efforts to cause its Recipients to:

(i) prior to the completion of the transactions contemplated herein:

(A) use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated hereby, including for the purpose of determining whether to complete such transactions;

(B) protect the Transferred Information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and

(C) if the transactions contemplated hereby do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party's election, within a reasonable time;

(ii) after the completion of the transactions contemplated herein:

(A) use and disclose the Transferred Information under its control only for those purposes for which the Transferred Information was initially collected, permitted to be used or disclosed, unless:

(I) the Disclosing Party or the Recipient has first notified the individual about whom the Transferred Information related of any additional purpose, and where required by Applicable Law, obtained the consent of such individual to such additional purpose; or

(II) such use or disclosure is permitted or authorized by Applicable Law, without notice to, or consent from, such individual;

(B) protect the Transferred Information under its control by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include,

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at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and

(C) give effect to any withdrawal of consent made by an individual to whom the Transferred Information under its control relates; and

(iii) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the Recipient requires the consent of, or the provision of notice to, the individual about whom the Transferred Information relates, the Disclosing Party shall not disclose or transfer such Transferred Information until it has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Applicable Law, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

(e) Where required by Applicable Law, each of the Parties agrees to promptly notify the individuals about whom the Transferred Information relates that the transactions contemplated herein have taken place and that their Transferred Information has been disclosed in connection herewith.

ARTICLE 8

AMENDMENT

8.1 Amendment

(a) Subject to the Interim Order, the Final Order and Applicable Laws, this Agreement (other than the Plan of Arrangement, which may only be amended in accordance with Section 6.1 thereof) may, at any time and from time to time before or after the holding of the Gamehost Meeting, but prior to the Effective Time, be amended by written agreement of the Parties without further notice to, or authorization from, the Gamehost Shareholders and any such amendment may, without limitation:

(i) change the time for performance of any of the obligations or acts of Purchaser or Gamehost hereunder;

(ii) waive any inaccuracies in, or modify, any representation or warranty contained herein or in any document delivered pursuant hereto;

(iii) waive compliance with, or modify, any of the covenants contained herein and waive or modify performance of any of the obligations of Purchaser or Gamehost hereunder; or

(iv) waive satisfaction of, or modify, any of the conditions precedent set out herein,

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on the condition that no such amendment reduces or modifies or otherwise changes the substance or form of the consideration to be received under the Arrangement by the Gamehost Shareholders without approval by the Gamehost Shareholders given in the same manner as required for the approval of the Gamehost Transaction Resolution.

ARTICLE 9

TERMINATION

9.1 Termination

This Agreement may be terminated at any time prior to the Effective Date:

(a) by mutual written agreement of Purchaser and Gamehost;

(b) by Purchaser or Gamehost if:

(i) the Gamehost Shareholders fail to approve the Gamehost Transaction Resolution by the Gamehost Required Approval at the Gamehost Meeting in accordance with the Interim Order;

(ii) a change in Law is enacted, made, enforced or amended that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Parties from completing the Arrangement, and such Law has, if applicable, become final and non-appealable, on the condition that: (A) the Party seeking to terminate this Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; and (B) the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under this Agreement; or

(iii) the Effective Time shall not have occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this Section 9.1(b)(iii) shall not be available to a Party whose failure (or, in the case of Gamehost, the failure of any Gamehost Group Member) to fulfill any of its obligations under this Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to occur by such date;

(c) (i) by Purchaser if any of the conditions set forth in Sections 6.1 or 6.2 has not been satisfied or waived by the Outside Date or such condition is incapable of being satisfied by the Outside Date, or (ii) by Gamehost if any of the conditions set forth in Sections 6.1 or 6.3 has not been satisfied or waived by the Outside Date or such condition is incapable of being satisfied by the Outside Date; provided that the Party seeking termination is in compliance with its obligations as provided in Section 6.4(b), if applicable, and on the condition that the failure to satisfy the particular condition precedent being relied upon as a basis for termination of this Agreement did not occur as a result of a breach by the Party (or, in the case of Gamehost, a

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breach by any Gamehost Group Member) seeking to rely on the condition precedent of any of its covenants or obligations under the Agreement;

(d) by Purchaser upon the occurrence of a Purchaser Disposition Event, as provided in Section 7.2(a), 7.2(b) or 7.2(c); or
(e) by Gamehost, upon the occurrence of a Purchaser Disposition Event as provided in Section 7.2(e).

9.2 Notice and Effect of Termination

(a) The Party desiring to terminate this Agreement pursuant to Section 9.1 (other than pursuant to Section 9.1(c) in circumstances in which Section 6.4(b) is applicable and has been complied with) shall give written notice of such termination to each other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.
(b) If this Agreement is terminated in the circumstances set out in Section 9.1, this Agreement shall forthwith become void and no Party shall have any liability or further obligation to any other Party hereunder, except with respect to the obligations set forth in this Section 9.2, Sections 1.11, 3.3(a), 3.4(b), 7.2, 7.3, 7.4, 7.5, 7.6 and 7.9, Article 10 and Article 11, where applicable, which shall survive any termination hereof. Nothing contained in this Section 9.2 shall relieve any Party from liability for any fraud, or wilful or intentional breach of any provision of this Agreement prior to the termination of this Agreement. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement, except to the extent specified therein.

9.3 Waiver

Either Purchaser or Gamehost may: (i) extend the time for the performance of any of the obligations or other acts of the Other Party; (ii) waive compliance with any of the Other Party’s agreements or the fulfillment of any conditions to its own obligations contained herein; and (iii) waive inaccuracies in any of the Other Party’s representations or warranties contained herein or in any document delivered by the Other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of Purchaser or Gamehost, as the case may be, and such waiver shall apply only to the specific matters identified in such instrument. No failure or delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of any right, power or privilege under this Agreement.

ARTICLE 10
NOTICES

10.1 Notices

Any notice that is required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be delivered personally (including by courier) or sent by email to the Party to whom it is addressed, as follows:

(a) if to Parent or Purchaser, addressed to it at:

2799593 Alberta Ltd.
c/o Pure Casino Edmonton
9831 68 St NW
Edmonton, AB, T6A 2S4

Attention: Brad Belhouse
Email: [Redacted – contact information]

with a copy to:

Fasken Martineau DuMoulin LLP
Suite 3400, 350 – 7th Avenue SW
Calgary, Alberta T2P 3N9

Attention: Gesta Abols and Perry Feldman
Email: [email protected] and [email protected]

(b) if to Gamehost, addressed to it at:

Gamehost Inc.
Suite 104, 548 Laura Avenue
Red Deer County, Alberta, T4E 0A5

Attention: Darcy Will, Vice-President
Email: [Redacted – contact information]

with a copy to:

Linmac LLP
2720, 308 4th Avenue SW
Calgary, AB T2P 0H7

Attention: Joe Brennan
Email: [email protected]

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c/o Gamehost Inc.
Suite 104, 548 Laura Avenue
Red Deer County, Alberta, T4E 0A5

Attention: Darcy Will, Vice-President
Email: [Redacted – contact information]

or to such other address as a Party may, from time to time, advise to the Other Party by notice in writing. The date or time of receipt of any such notice shall be deemed to be the date of delivery or the time such email is received.

ARTICLE 11

GENERAL

11.1 Binding Effect

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

11.2 Assignment and Enurement

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of Purchaser and Gamehost.

11.3 Disclosure

Gamehost agrees to issue a press release with respect to this Agreement as soon as practicable after its due execution, which press release shall have been approved by Purchaser, acting reasonably. Thereafter, Gamehost shall, subject to Applicable Law, promptly provide to Purchaser, for review by Purchaser and its external legal counsel, and receive the prior consent, not to be unreasonably withheld, conditioned or delayed, of Purchaser prior to issuing, or permitting any of its directors, officers, employees or agents to issue, any news release or other written statement or other public disclosure document with respect to this Agreement or the Arrangement and Purchaser agrees to keep such information confidential until it is filed as part of Gamehost's public disclosure record on SEDAR+. Notwithstanding the foregoing, if any Party is required by Applicable Laws, or the rules of any stock exchange on which any of its securities may be listed, to make any disclosure relating to this Agreement or the transactions contemplated by this Agreement, such disclosure may be made, but that Party shall, subject to Applicable Law, use commercially reasonable efforts to consult with the Other Party as to the nature and wording of such disclosure prior to it being made. For the avoidance of doubt, the foregoing shall not prevent Gamehost from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders provided that such statements and announcements are consistent in all material respects with the most recent news releases and other disclosure made by Gamehost upon its compliance with this Section 11.3.

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11.4 Severability

If any one or more of the provisions (or any part thereof) of this Agreement is determined to be invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions (or part or parts thereof) shall be, and shall be conclusively deemed to be, as to such jurisdiction, severable from the balance of this Agreement and:

(a) the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the provisions (or parts thereof) so severed; and

(b) the invalidity, illegality or unenforceability of any provision (or part thereof) of this Agreement in any jurisdiction shall not affect or impair such provision (or part thereof) or any other provisions of this Agreement in any other jurisdiction.

Upon any determination that any term or other provision in this Agreement is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the fullest extent possible.

11.5 Further Assurances

Each Party shall from time to time and at all times hereafter at the request of the Other Party, but without further consideration, do and perform all such further acts, matters and things and execute and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall be reasonably required for the purpose of giving effect to this Agreement.

11.6 Time of Essence

Time is of the essence in this Agreement.

11.7 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Alberta and the federal Laws of Canada applicable therein and the Parties irrevocably attorn to the jurisdiction of the courts of the Province of Alberta in respect of all disputes arising under or in relation to this Agreement.

11.8 Specific Performance

Each Party agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the Other Party in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, except as provided for in Section 7.5, each Party shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of the provisions of this Agreement or the Confidentiality Agreement or to otherwise obtain specific performance of any such provisions, any requirement for the securing or posting of any

bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived.

11.9 Third Party Beneficiaries

(a) The provisions of Section 2.7 are: (i) intended for the benefit of all Gamehost directors and officers, as applicable, and their respective heirs, executors, administrators and other legal representatives and Gamehost shall hold the rights and benefits of Section 2.7 in trust for and on behalf of such Persons and Gamehost hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of such Persons; and (ii) in addition to, and not in substitution for, any other rights that such Persons may have by Contract or otherwise.

(b) Except as provided in this Section 11.9, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

11.10 Purchaser Parent Guarantee

(a) Purchaser Parent hereby unconditionally and irrevocably guarantees to each Gamehost Group Member, and covenants and agrees to be jointly and severally liable with Purchaser and any permitted successor thereto (referred to in this Section 11.10 as the "Debtor") as principal obligor and not merely as surety, for the due and punctual payment, performance and observance of all of Debtor's obligations, covenants, duties and agreements under this Agreement, including, without limitation, all obligations relating to the consummation of the Arrangement and the payment of the Consideration, the Gamehost Termination Amount and any amounts payable pursuant to Section 3.6, when and if such obligations, covenants, duties and agreements become due and performable in accordance with the terms of this Agreement or any document delivered pursuant to this Agreement (the "Guaranteed Obligations"). For greater certainty, Purchaser Parent's obligations under this Section 11.10 are intended to be co-extensive with, and no greater than, the corresponding obligations of Debtor under this Agreement and the applicable document delivered pursuant to this Agreement. If Debtor fails to perform or pay when due any Guaranteed Obligation as and when provided for in this Agreement or any document delivered pursuant to this Agreement, then, without the necessity or the requirement for any Gamehost Group Member to pursue or exhaust its recourse against the Debtor, Purchaser Parent will perform or pay or cause to be performed or paid such Guaranteed Obligation promptly upon demand. Any and all performance and payment by Purchaser Parent hereunder shall be made without set-off, recoupment or counterclaim other than any set-off, recoupment, counterclaim, defence, cure right, condition precedent or other qualification available to Debtor under this Agreement or the applicable document delivered pursuant to this Agreement. Any demand under this Section 11.10 shall be in writing, shall be delivered in accordance with Section 10.1, and shall specify in

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reasonable detail the relevant Guaranteed Obligation and the basis on which such Guaranteed Obligation has become due and performable.

(b) Purchaser Parent agrees to indemnify and keep harmless each Gamehost Group Member in full and on demand from and against all loss, damage, expense, and cost arising or incurred by such Gamehost Group Member and resulting from the non-payment or non-performance of any of the obligations or liabilities of Debtor under or related to the Guaranteed Obligations; provided that this Section 11.10(b) shall not create liability that is duplicative of the Guaranteed Obligations or otherwise permit double recovery. For greater certainty, nothing in this Section 11.10 shall permit any Gamehost Group Member to obtain duplicative recovery in respect of the same loss, damage, expense, cost or Guaranteed Obligation, and any recovery by one Gamehost Group Member in respect thereof shall reduce pro rata the amount recoverable by any other Gamehost Group Member in respect of the same matter.

(c) Purchaser Parent is aware of and consents to the terms of the Guaranteed Obligations and agrees that the Guaranteed Obligations may be amended by the parties to the agreements governing such obligations, in accordance with the terms and conditions thereof, without notice to or consent of Purchaser Parent and that, in such event, Purchaser Parent’s obligations hereunder shall continue in force with respect to the Guaranteed Obligations as so amended; provided that no amendment, waiver, supplement, restatement or modification of this Agreement or any document delivered pursuant to this Agreement, and no successor assumption, merger, amalgamation, arrangement, consolidation or other fundamental change involving Debtor, shall increase, expand, accelerate or otherwise adversely affect Purchaser Parent’s obligations under this Section 11.10 without the prior written consent of Purchaser Parent. Purchaser Parent assumes the responsibility for being and remaining informed of the financial condition of Debtor and of all other circumstances bearing upon the risk of nonpayment or non-performance of the Guaranteed Obligations and agrees that the Secured Parties shall not have a duty to advise Purchaser Parent of information regarding such condition or circumstances.

(d) Purchaser Parent’s obligations hereunder are direct, independent, and primary, and the guarantee provided herein is absolute and unconditional. Purchaser Parent’s obligations under the guarantee provided herein shall, without limitation, constitute a guarantee of payment and performance, binding upon Purchaser Parent and its successors and permitted assigns and irrevocable, and remain in force until all Guaranteed Obligations have been paid or performed in full and shall not be released or discharged notwithstanding:

(i) any waiver, forbearance, or extension of time for performance or payment of any Guaranteed Obligation;

(ii) any delay or failure by a Gamehost Group Member to enforce or exercise any right or remedy in respect of any Guaranteed Obligation;

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(iii) any failure to give notice to Purchaser Parent of the occurrence of a default by Debtor in the payment or performance of any of the Guaranteed Obligations;

(iv) any voluntary or involuntary liquidation or dissolution of Debtor;

(v) the sale or other disposition of all or substantially all of the assets and liabilities of Debtor;

(vi) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, composition, or other similar proceeding affecting Debtor; or

(vii) any merger, amalgamation, arrangement, consolidation, or other fundamental change to which Debtor, Purchaser Parent, or any related entity is a party.

(e) Until all obligations of Debtor under or relating to the Guaranteed Obligations and all obligations of Purchaser Parent under the guarantee provided herein are discharged and released: (i) Purchaser Parent shall not assert against Debtor any claim, right, or remedy, direct or indirect, that Purchaser Parent now has or may hereafter have against Debtor in connection with the guarantee provided herein or the performance by Debtor of its obligations hereunder; and (ii) Purchaser Parent shall have no right of subrogation to, and waives to the fullest extent permitted by law, any right to enforce any remedy which any Gamehost Group Member may have against the Debtor in respect of the Guaranteed Obligations, and until such time Purchaser Parent waives any benefit of, and any right to participate in, any security, now or hereafter held by any Gamehost Group Member for the Guaranteed Obligations. For greater certainty, following the indefeasible payment and performance in full of the Guaranteed Obligations and the full discharge of Purchaser Parent's obligations under this Section 11.10, Purchaser Parent may exercise its rights of subrogation, reimbursement, indemnity and contribution against Debtor.

(f) The guarantee provided herein is a continuing guarantee and, in the case of each Guaranteed Obligation requiring the payment of monies, the guarantee provided herein applies to and secures any ultimate balance due or remaining due to any Gamehost Group Member; and if, at any time, all or any part of any monies previously applied by any Gamehost Group Member to any Guaranteed Obligation is or must be rescinded or returned by that Gamehost Group Member for any reason whatsoever, such Guaranteed Obligation will, for the purposes thereof, to the extent such payment is or must be rescinded or returned, be deemed to have continued in existence and the guarantee provided herein shall continue to be effective or be reinstated, as applicable, to such Guaranteed Obligation as if such application had not been made. For greater certainty, nothing in this Section 11.10 shall extend the survival of any underlying obligation beyond the survival period, if any, expressly

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provided in this Agreement or the applicable document delivered pursuant to this Agreement.

(g) Any payment by Purchaser Parent under the guarantee provided herein will be made in immediately available funds in Canadian dollars, unless otherwise directed by the applicable Gamehost Group Member.

(h) For greater certainty, notwithstanding that Purchaser Parent is not a 'Party' for all purposes of this Agreement, Sections 7.5, 9.2, 10.1, 11.8 and 11.11 shall apply mutatis mutandis to Purchaser Parent and to the rights and obligations arising under this Section 11.10.

11.11 No Liability

(a) No director or officer of Purchaser shall have any personal liability whatsoever to any Gamehost Group Member under this Agreement or any other document delivered on behalf of Purchaser in connection with the transactions contemplated hereby.

(b) No director, officer, shareholder, partner, affiliate or associate of any Gamehost Group Member shall have any personal liability whatsoever to Purchaser under this Agreement or any other document delivered on behalf of a Gamehost Group Member in connection with the transactions contemplated hereby.

11.12 Counterparts

This Agreement may be executed in counterparts and by portable document format (PDF) or other electronic means, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[The Remainder of this Page is Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

PURE CASINO ENTERTAINMENT LIMITED PARTNERSHIP, by its general partner, INDIGENOUS GAMING PARTNERS INC.

By: (signed) "Brad Belhouse"
Name: Brad Belhouse
Title: Chief Executive Officer

2799593 ALBERTA LTD.

By: (signed) "Brad Belhouse"
Name: Brad Belhouse
Title: Chief Executive Officer

GAMEHOST MANAGEMENT INC.

By: (signed) "Darcy J. Will"
Name: Darcy J. Will
Title: Vice-President

GAMEHOST INC.

By: (signed) "Darcy J. Will"
Name: Darcy J. Will
Title: President and Chief Executive Officer

GAMEHOST LIMITED PARTNERSHIP, by its general partner, GAMEHOST MANAGEMENT INC.

By: (signed) "Darcy J. Will"
Name: Darcy J. Will
Title: Vice-President

2802028 ALBERTA LTD.

By: (signed) "Darcy J. Will"
Name: Darcy J. Will
Title: President and Chief Executive Officer

SCHEDULE A

PLAN OF ARRANGEMENT

[See attached]

PLAN OF ARRANGEMENT UNDER SECTION 193
OF THE
BUSINESS CORPORATIONS ACT (ALBERTA)

ARTICLE 1
INTERPRETATION

1.1 Definitions

Whenever used in this Plan of Arrangement, unless there is something in the context or subject matter inconsistent therewith, the following defined words and terms have the indicated meanings and grammatical variations of such words and terms have corresponding meanings:

“ABCA” means the Business Corporations Act, RSA 2000, c B-9;

“Aggregate Consideration” means $282,279,857;

“Applicable Securities Laws” means, collectively, the Securities Act or similar statutes of each of the provinces and territories of Canada and the respective rules and regulations under such Laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the provinces and territories of Canada and all rules, by-laws and regulations governing the TSX;

“Arrangement” means the arrangement pursuant to section 193 of the ABCA, on the terms set out in this Plan of Arrangement, as supplemented, modified or amended from time to time in accordance with this Plan of Arrangement or made at the direction of the Court in the Final Order;

“Arrangement Agreement” means the arrangement agreement dated March 30, 2026 between Pure Casino Entertainment Limited Partnership (by its general partner, Indigenous Gaming Partners Inc.), Purchaser, Gamehost, GMI, Gamehost Subsidiary (by its general partner, GMI) and GPCo with respect to the Arrangement (including the Schedules thereto), as supplemented, modified or amended in accordance with its terms;

“Articles of Arrangement” means the articles of arrangement in respect of this Plan of Arrangement required under section 193(4.1) of the ABCA to be filed with the Registrar after the Final Order has been granted and all other conditions precedent to the Arrangement have been satisfied or waived, to give effect to the Arrangement;

“Business Day” means, with respect to any action to be taken, any day other than a Saturday, Sunday or a statutory holiday in the Province of Alberta or New York, New York;

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"Certificate" means the certificate or other proof of filing to be issued by the Registrar pursuant to section 193(11) of the ABCA in respect of the Articles of Arrangement;

"Consideration" means the consideration payable pursuant to this Plan of Arrangement to a Person who is a Gamehost Shareholder;

"Contract" means, with respect to a Person, a contract, lease, instrument, note, bond, debenture, mortgage, agreement, arrangement or understanding, written or oral, to which such Person, or any of its subsidiaries, is a party or under which such Person or any of its subsidiaries is bound, has unfulfilled obligations or contingent liabilities or is owed unfulfilled obligations, whether known or unknown, and whether asserted or not;

"Court" means the Court of King's Bench of Alberta;

"CWB Commitment Letter" means the Amended and Restated Commitment Letter dated December 27, 2024, between CWB Financial Group and GMI, in its capacity as general partner of Gamehost Subsidiary, as amended by the first amendment to the commitment letter dated November 28, 2025, and as further amended by the term extension offer dated December 18, 2025;

"CWB Mortgages and Security" means, collectively, the mortgages registered at the Alberta Land Titles Office under registration numbers 251 087 979 and 252 085 468 and the caveats filed at the Alberta Land Titles Office under registration numbers 251 087 980 and 252 085 469;

"Deerfoot Inn & Casino Property" means the real property located at 11500 – 35th Street SE in Calgary, Alberta and more particularly described on Schedule C to the Arrangement Agreement (the "Deerfoot Inn & Casino Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"Depository" means the Person appointed by the Parties in connection with the Arrangement for the purpose of receiving deposits of certificates formerly representing Gamehost Shares and paying the Consideration;

"Dissent Rights" means the rights of dissent granted in favour of registered Gamehost Shareholders in accordance with Article 4;

"Dissenting Shareholder" means any registered Gamehost Shareholder who has duly and validly exercised its Dissent Rights with respect to the Gamehost Transaction Resolution pursuant to Article 4 and the Interim Order, and has not withdrawn or has not been deemed to have withdrawn, such exercise of Dissent Rights prior to the Effective Time;

"DRS Advice" means a direct registration system (DRS) advice;

"Effective Date" means the date the Arrangement becomes effective in accordance with the ABCA;

"Effective Time" means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

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"Encore Suites Property" means the real property located at 10639 – 110 Street in Grande Prairie, Alberta and more particularly described on Schedule C to the Arrangement Agreement (the "Encore Suites Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"Final Order" means the order of the Court approving the Arrangement pursuant to section 193(4) of the ABCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction prior to the Effective Time, provided that any such amendment or modification is acceptable to both Gamehost and Purchaser, each acting reasonably;

"Fixtures" means all equipment, machinery, fixtures and other items of property, including all components thereof, that are now or hereafter (i) located in or on, or used in connection with, and (ii) permanently affixed to or otherwise incorporated into the Leaseback Lands and/or the Improvements. Notwithstanding the foregoing, Fixtures shall not include any Gaming Equipment;

"Gamehost" means Gamehost Inc., a corporation existing under the ABCA;

"Gaming Equipment" shall mean any and all gaming supplies (as defined in the Gaming, Liquor and Cannabis Act (Alberta)), gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems, interactive gaming systems, inter-casino linked systems, on-line slot metering systems, and associated equipment, together with all improvements and/or additions thereto;

"Gamehost Meeting" means the special meeting of Gamehost Shareholders to be called and held in accordance with the Arrangement Agreement and the Interim Order to permit the Gamehost Shareholders to consider the Gamehost Transaction Resolution and related matters, and any adjournment(s) or postponement(s) thereof;

"Gamehost Shareholders" means the holders of Gamehost Shares;

"Gamehost Shares" means the common shares of Gamehost outstanding immediately prior to the Effective Time;

"Gamehost Subsidiary" means Gamehost Limited Partnership, a limited partnership formed subject to Part 2 of the Partnership Act;

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"Gamehost Transaction Resolution" means the special resolution in respect of the Arrangement to be considered and voted on by the Gamehost Shareholders at the Gamehost Meeting, substantially in the form included in Schedule B to the Arrangement Agreement, including any amendments or variations made thereto in accordance with the Arrangement Agreement or at the direction of the Court in the Interim Order, provided any amendments made at the discretion of the Court in the Interim Order are acceptable to Gamehost and Purchaser, each acting reasonably;

"GHI Amalco" means the corporation resulting from the amalgamation of Gamehost and GPCo pursuant to Section 3.1(f);

"GHI Amalco 2" means the corporation resulting from the amalgamation of Purchaser and GHI Amalco pursuant to Section 3.1(n);

"GMI" means Gamehost Management Inc., a corporation existing under the ABCA;

"Governmental Authority" means any: (i) domestic or foreign, multinational, national, federal, territorial, provincial, state, regional, municipal or local government or governmental, regulatory, legislative, executive or administrative authority, department, court, commission, board or tribunal, arbitral body, bureau, ministry, agency, regulator, legislature or instrumentality or official, including any political subdivision thereof; (ii) quasi-governmental or private body exercising regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iii) any stock exchange;

"GPCo" means 2802028 Alberta Ltd., a corporation existing under the ABCA;

"GPCo Assumed Liabilities" means liabilities incurred by Gamehost Subsidiary (by its general partner, GMI) including liabilities for: (i) the payment of all principal and interest and the performance of the obligations arising under the CWB Commitment Letter (including in respect of the CWB Mortgages and Security); and (ii) the payment and performance of the Leaseback Service Contracts;

"GPCo Excluded Liabilities" means all liabilities of GMI except GPCo Assumed Liabilities;

"Great Northern Casino Property" means the real property located at 10910 and 10970 - 107A Avenue in Grande Prairie, Alberta and more particularly described on Schedule C to the Arrangement Agreement (the "Great Northern Casino Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"Improvements" means, collectively, all buildings, structures and other improvements and Fixtures located on the Leaseback Lands;

"Instruments" means documents, assignments, deeds, transfers of land, instruments, leases, subleases, assignments, and surrenders of leases, mortgages, charges, easements, licenses, management contracts, personal property security contracts, and other agreements;

"Interim Order" means the interim order of the Court concerning the Arrangement under section 193(4) of the ABCA, containing declarations and directions with respect to the Arrangement and the holding of the Gamehost Meeting, as such order may be affirmed, amended or modified by

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any court of competent jurisdiction prior to the Effective Time, provided that any such amendment or modification is acceptable to both Gamehost and Purchaser, each acting reasonably;

"Laws" means all laws (including, for greater certainty, common law), statutes, regulations, by-laws, statutory rules, Orders, ordinances, protocols, codes, guidelines, notices and directions enacted, promulgated, enforced, issued or entered by a Governmental Authority (including all Applicable Securities Laws) and the terms and conditions of any grant of approval, permission, judgment, decision, ruling, award, authority or license of any Governmental Authority or self-regulatory authority;

"Leaseback Service Contracts" means all existing written contracts and agreements with third parties entered into by GMI in connection with the maintenance, repair, operation, cleaning, security, fire protection, utilities or servicing of the Leaseback Properties;

"Letter of Transmittal" means the letter of transmittal to be used by registered Gamehost Shareholders to surrender their certificate(s) or DRS Advice(s) (as applicable) which, immediately prior to the Effective Time, represented outstanding Gamehost Shares to the Depositary and provide instructions regarding the delivery of Consideration;

"Nominee Agreement" means, collectively: (i) the Bare Trust Agreement, dated February 16, 2024, between GMI and Gamehost Subsidiary in respect of the Encore Suites Property, Great Northern Casino Property, Service Plus Inns & Suites Property; and (ii) the Bare Trust and Nominee Agreement – Lands, dated December 1, 2024, between GMI and Gamehost Subsidiary in respect of the Deerfoot Inn & Casino Property;

"Order" means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, or decrees of any Governmental Authority (in each case, whether temporary, preliminary or permanent);

"Parties" means Gamehost, Purchaser, GPCo, GHI Amalco, GHI Amalco 2, GMI and Gamehost Subsidiary;

"Partnership Act" means the Partnership Act, RSA 2000, c P-3;

"Partnership Assets" means all monies, properties and other assets as are at such time held by or on behalf of Gamehost Subsidiary or held by the general partner of Gamehost Subsidiary (in its capacity as general partner), including all beneficial right, title and interest in and to the Leaseback Properties on and subject to the terms of the Nominee Agreement;

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"Permitted Encumbrances" means, collectively, the Encumbrances described in Schedule D attached to the Arrangement Agreement;

"Plan of Arrangement" means this plan of arrangement, as supplemented, modified or amended from time to time in accordance with the terms of the Arrangement Agreement and the terms thereof or at the direction of the Court in the Final Order;

"Purchaser" means 2799593 Alberta Ltd., a corporation existing under the ABCA;

"Registrar" means the Registrar of Corporations or a Deputy Registrar of Corporations appointed under section 263 of the ABCA;

"Securities Act" means the Securities Act, RSA 2000, c S-4;

"Service Plus Inns & Suites Property" means the real property located at 10810 - 107A Avenue and 10702 - 108A Street in Grande Prairie, Alberta and more particularly described on Schedule C to the Arrangement Agreement (the "Service Plus Inns & Suites Lands") and the Improvements located thereon and all rights and benefits appurtenant thereto;

"Tax Act" means the Income Tax Act, RSC 1985, c 1 (5th Supp);

"Total Gamehost Shares" means the total number of issued and outstanding Gamehost Shares as at the Effective Time which, for greater certainty, shall include Gamehost Shares held by Dissenting Shareholders;

"TSX" means the Toronto Stock Exchange; and

"Withholding Taxes" has the meaning ascribed thereto in Section 5.3.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into articles and sections is for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof", "herein", "hereto" and "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion thereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, etc.

Words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders. Where the word "including" or "includes" is used in this Plan of Arrangement, it means "including (or includes) without limitation".

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1.4 Date for Any Action

If any date on which any action is required to be taken hereunder is not a Business Day, such action shall be taken on the next succeeding day that is a Business Day.

1.5 Currency

Unless otherwise indicated, all sums of money referred to in this Plan of Arrangement are expressed in lawful money of Canada.

1.6 References to Legislation

References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

ARTICLE 2

THE ARRANGEMENT AGREEMENT

2.1 Plan Pursuant to the Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement shall become effective at, and be binding as and from, the Effective Time on each of the Parties, the Depositary, all registered and beneficial holders of Gamehost Shares (including Dissenting Shareholders), all holders of securities, options or other rights of each Party affected by the Arrangement, all counterparties to agreements, instruments or obligations terminated, amended or assumed pursuant to the Arrangement, and all other Persons, without any further act or formality required on the part of any Person except as expressly provided herein.

2.3 Filing of the Articles of Arrangement

The Articles of Arrangement shall be filed with the Registrar and the Certificate shall be issued in respect of this Plan of Arrangement in its entirety, with the purpose and intent that none of the provisions of this Plan of Arrangement shall become effective unless all of the provisions of this Plan of Arrangement shall have become effective in the sequence provided herein. The Certificate shall be conclusive evidence that the Arrangement has become effective and that each of the steps, events and transactions set out in Section 3.1 has become effective at the times and in the sequence provided therein. If no Certificate is required to be issued by the Registrar pursuant to section 193(11) of the ABCA, the Arrangement shall become effective on the date the Articles of Arrangement are filed with the Registrar pursuant to section 193(4.1) of the ABCA.

ARTICLE 3
PLAN OF ARRANGEMENT

3.1 Arrangement

The Arrangement is intended to be implemented in a manner that is tax-efficient for Gamehost and Gamehost Shareholders. Gamehost may make such elections under the Tax Act, the Excise Tax Act (Canada) and any applicable provincial or territorial tax legislation as are necessary or desirable to give effect to the Arrangement, including the timing of the transactions comprising the Arrangement. Commencing at the Effective Time, each of the steps, events or transactions set out in this Section 3.1 shall, except for steps, events or transactions deemed to occur concurrently with other steps, events or transactions as set out below, occur and shall be deemed to occur consecutively in two minute intervals in the following order (or in such other manner, order or times as Gamehost and Purchaser may agree in writing) without any further act or formality, except as otherwise provided herein:

(a) Without any further act or formality by or on behalf of any Person, the constating documents of each of Gamehost and GPCo, the partnership agreement in respect of Gamehost Subsidiary and the Nominee Agreement shall be deemed to be amended solely to the extent necessary to facilitate the Arrangement and the implementation of the steps, events and transactions contemplated by this Plan of Arrangement.

(b) GPCo shall be deemed to be appointed as general partner of Gamehost Subsidiary without any further act or formality, and thereupon:

(i) GMI shall be deemed to have resigned, withdrawn and retired as a general partner of Gamehost Subsidiary and shall cease to have any rights as general partner of Gamehost Subsidiary;

(ii) GMI shall cease to be the holder of any general partnership interest and GPCo shall be deemed to be the holder of such general partnership interest free and clear of any Encumbrances;

(iii) the partnership register and other records of Gamehost Subsidiary shall be updated to reflect GPCo as the sole general partner thereof;

(iv) GMI (as former general partner of Gamehost Subsidiary) shall be deemed to transfer and assign the Partnership Assets and all of its respective right, title and interest in and to the Partnership Assets to GPCo (as general partner of Gamehost Subsidiary), and GPCo (as general partner of Gamehost Subsidiary), shall be deemed to acquire the Partnership Assets from GMI (as former general partner of Gamehost Subsidiary);

(v) title to the Partnership Assets shall be subject only to the Permitted Encumbrances;

(vi) GMI shall be deemed to acknowledge, declare, covenant and agree that:

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(A) it holds legal title to the fee simple interest in and to the Leaseback Properties, and all right, title, and interest therein and benefit to be derived therefrom, as nominee and bare trustee on behalf of Gamehost Subsidiary (by its general partner, GPCo);

(B) it has no beneficial interest in the Leaseback Properties;

(C) all attributes of the beneficial ownership of the Leaseback Properties shall be and remain in, Gamehost Subsidiary (by its general partner, GPCo);

(D) it shall at all times, and from time to time, deal with the Leaseback Properties only in accordance with the instructions and directions of Gamehost Subsidiary (by its general partner, GPCo), and not otherwise;

(E) it shall do no act relating to the Leaseback Properties without the express authorization and direction of Gamehost Subsidiary (by its general partner, GPCo); and

(F) it shall enter into, and execute and deliver as nominee for Gamehost Subsidiary (by its general partner, GPCo) only such Instruments as may from time to time be requested by Gamehost Subsidiary (by its general partner, GPCo) in connection with the Leaseback Properties including without limiting the generality of the foregoing transfers of land in registrable and/or other form(s) of all right, title, and interest of GMI in the Leaseback Properties;

(vii) title to the Leaseback Properties shall be subject only to the Permitted Encumbrances; and

(viii) GPCo and GMI shall each be deemed to acknowledge, declare, covenant and agree that:

(A) GPCo will assume and pay when due and perform and discharge in accordance with their terms, the GPCo Assumed Liabilities;

(B) notwithstanding any other provision of this Plan of Arrangement, GPCo will not be liable for any liability of GMI other than the GPCo Assumed Liabilities; and

(C) the GPCo Excluded Liabilities will remain the sole responsibility of, and will be retained, paid and performed solely by GMI.

(c) Without any further act or formality by or on behalf of any Person, the partnership agreement in respect of Gamehost Subsidiary shall be deemed to provide that all income, losses, deductions and other amounts for tax purposes of Gamehost Subsidiary attributable to the period commencing at the beginning of its current

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fiscal period and ending at the Effective Time shall be allocated to the partners of Gamehost Subsidiary immediately prior to the Effective Time in proportion to their respective partnership interests at such time, notwithstanding that any such Person may not be a partner of Gamehost Subsidiary at the end of such fiscal period.

(d) Without any further act or formality by or on behalf of Gamehost, Gamehost Subsidiary or any other Person, Gamehost shall assume, as a contribution of partnership capital, all of the liabilities and obligations of Gamehost Subsidiary, and Gamehost Subsidiary shall increase the limited partnership interest of Gamehost to reflect such assumption of liabilities.

(e) Without any further act or formality by or on behalf of Gamehost Subsidiary, Gamehost, GPCo or any other Person:

(i) as part of the cessation of Gamehost Subsidiary, Gamehost Subsidiary shall distribute an undivided interest in each property and asset of Gamehost Subsidiary to Gamehost and GPCo in proportion to their respective interests in the capital of Gamehost Subsidiary in full payment and satisfaction of their respective interests in Gamehost Subsidiary, as contemplated under subsection 98(3) of the Tax Act;

(ii) GPCo shall be deemed to have requested that such property and assets shall be partitioned into fractions that represent Gamehost and GPCo’s prior undivided interest in such property and assets;

(iii) GPCo shall be deemed to have requested that each fraction held by Gamehost and GPCo shall be consolidated such that each of Gamehost and GPCo holds a divided interest in their own property and assets;

(iv) Gamehost Subsidiary shall cease to exist and the partnership agreement in respect of Gamehost Subsidiary shall be terminated and cease to have any further force or effect for any purpose; and

(v) the partnership register and other records of Gamehost Subsidiary shall be updated to reflect the dissolution and termination of Gamehost Subsidiary.

(f) Gamehost and GPCo shall amalgamate pursuant to section 184(1) of the ABCA and continue as GHI Amalco, and:

(i) the provisions of subsections 186(b), (c), (d), (e) and (f) of the ABCA shall apply to such amalgamation with the result that:

(A) the property of each of Gamehost and GPCo (except amounts receivable from such corporations or shares of GPCo) shall continue to be the property of GHI Amalco;

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(B) GHI Amalco shall continue to be liable for the obligations of each of Gamehost and GPCo (except amounts payable to such corporations);

(D) any civil, criminal or administrative action or proceeding pending by or against Gamehost or GPCo may be continued to be prosecuted by or against GHI Amalco; and

(E) any conviction against, or ruling, order or judgment in favour of or against, Gamehost or GPCo may be enforced by or against GHI Amalco;

(ii) the shares of GPCo shall be cancelled without any repayment of capital in respect of those shares;

(iii) the articles of amalgamation will be the same as the articles of incorporation of Gamehost;

(iv) no securities shall be issued by GHI Amalco in connection with the amalgamation; and

(v) the stated capital of GHI Amalco shall be the same as the stated capital of Gamehost.

(g) GMI shall be deemed to acknowledge, declare, covenant and agree that:

(i) it holds legal title to the fee simple interest in and to the Leaseback Properties, and all right, title, and interest therein and benefit to be derived therefrom, as nominee and bare trustee on behalf of GHI Amalco;

(ii) it has no beneficial interest in the Leaseback Properties;

(iii) all attributes of the beneficial ownership of the Leaseback Properties shall be and remain in, GHI Amalco;

(iv) it shall at all times, and from time to time, deal with the Leaseback Properties only in accordance with the instructions and directions of GHI Amalco, and not otherwise;

(v) it shall do no act relating to the Leaseback Properties without the express authorization and direction of GHI Amalco; and

(vi) it shall enter into, and execute and deliver as nominee for GHI Amalco only such Instruments as may from time to time be requested by GHI Amalco in connection with the Leaseback Properties including without limiting the

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generality of the foregoing transfers of land in registrable and/or other form(s) of all right, title, and interest of GMI in the Leaseback Properties.

(h) Without any further act or formality by or on behalf of any Person, the constating documents of GHI Amalco shall be deemed to be amended solely to the extent necessary to facilitate the Arrangement and the implementation of the steps, events and transactions contemplated by this Plan of Arrangement.

(i) The Gamehost Shares held by Dissenting Shareholders shall be, and shall be deemed to be, transferred to, and acquired by, GHI Amalco (free and clear of any Encumbrances), and:

(i) such Dissenting Shareholders shall cease to be the holders of the Gamehost Shares so transferred and to have any rights as Gamehost Shareholders other than the right to be paid fair value for such Gamehost Shares as set out in Section 4.1;

(ii) such Dissenting Shareholders’ names shall be removed from the register of holders of Gamehost Shares maintained by or on behalf of GHI Amalco as it relates to the Gamehost Shares so transferred; and

(iii) all such Gamehost Shares shall be cancelled.

(j) The Parties shall, forthwith following the effective time of Section 3.1(i), make the appropriate entries into their securities registers to reflect the matters referred to under Section 3.1(i).

(k) Subject to Section 3.1(i), each issued and outstanding Gamehost Share (other than those transferred to GHI Amalco pursuant to Section 3.1(i)) shall be, and shall be deemed to be, transferred to, and acquired by, Purchaser (free and clear of any Encumbrances) and each Gamehost Shareholder whose Gamehost Shares are so transferred to Purchaser shall be entitled to receive (and, for greater certainty, the Purchaser or the Depositary shall be entitled to withhold or deduct any amounts in accordance with Section 5.3) an amount of cash, rounded to the nearest whole cent, equal to the amount obtained by multiplying the Aggregate Consideration by a fraction, rounded to the nearest eight decimal places, the numerator of which is the number of Gamehost Shares held by such Gamehost Shareholder and the denominator of which is the Total Gamehost Shares.

(l) The Parties shall, forthwith following the effective time of Section 3.1(k), make the appropriate entries into their securities registers to reflect the matters referred to under Section 3.1(k).

(m) Each Gamehost Shareholder (other than Dissenting Shareholders) shall cease to be the holder of the Gamehost Shares transferred pursuant to Section 3.1(k) and to have any rights as a Gamehost Shareholder other than the right to receive the Consideration payable to such holder on the basis set forth in Section 3.1(k).

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(n) Purchaser and GHI Amalco shall amalgamate pursuant to section 184(1) of the ABCA and continue as GHI Amalco 2, and:

(i) the provisions of subsections 186(b), (c), (d), (e) and (f) of the ABCA shall apply to such amalgamation with the result that:

(A) the property of each of Purchaser and GHI Amalco (except amounts receivable from such corporations or shares of GHI Amalco) shall continue to be the property of GHI Amalco 2;

(B) GHI Amalco 2 shall continue to be liable for the obligations of each of Purchaser and GHI Amalco (except amounts payable to such corporations);

(D) any civil, criminal or administrative action or proceeding pending by or against Purchaser or GHI Amalco may be continued to be prosecuted by or against GHI Amalco 2; and

(E) any conviction against, or ruling, order or judgment in favour of or against, Purchaser or GHI Amalco may be enforced by or against GHI Amalco 2; and

(ii) the shares of GHI Amalco shall be cancelled without any repayment of capital in respect of those shares;

(iii) the articles of amalgamation will be the same as the articles of incorporation of Purchaser;

(iv) no securities shall be issued by GHI Amalco 2 in connection with the amalgamation; and

(v) the stated capital of GHI Amalco 2 shall be the same as the stated capital of Purchaser.

(o) GMI shall be deemed to acknowledge, declare, covenant and agree that:

(ii) it has no beneficial interest in the Leaseback Properties;

(iii) all attributes of the beneficial ownership of the Leaseback Properties shall be and remain in, GHI Amalco 2;

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(iv) it shall at all times, and from time to time, deal with the Leaseback Properties only in accordance with the instructions and directions of GHI Amalco 2, and not otherwise;

(v) it shall do no act relating to the Leaseback Properties without the express authorization and direction of GHI Amalco 2; and

(vi) it shall enter into, and execute and deliver as nominee for GHI Amalco 2 only such Instruments as may from time to time be requested by GHI Amalco 2 in connection with the Leaseback Properties including without limiting the generality of the foregoing transfers of land in registrable and/or other form(s) of all right, title, and interest of GMI in the Leaseback Properties.

ARTICLE 4
RIGHTS OF DISSENT

4.1 Rights of Dissent

Registered Gamehost Shareholders may exercise Dissent Rights with respect to the Gamehost Shares held by such holders in connection with the Arrangement pursuant to and in the manner set forth in section 191 of the ABCA, as modified by the Interim Order and this Section 4.1, provided that, notwithstanding section 191(5) of the ABCA, the written notice setting forth a registered Gamehost Shareholder's objection to the Gamehost Transaction Resolution must be received in accordance with the Interim Order by no later than 5:00 p.m. (Calgary time) on the Business Day which is five Business Days immediately preceding the date of the Gamehost Meeting. Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Gamehost Shares held by them and in respect of which Dissent Rights have been validly exercised to GHI Amalco (free and clear of all Encumbrances) without any further act or formality at the effective time of Section 3.1(i), notwithstanding the provisions of section 191 of the ABCA, and if they:

(a) ultimately are entitled to be paid fair value for such Gamehost Shares, they: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(i)); (ii) shall be paid by GHI Amalco the fair value of such Gamehost Shares, which fair value shall be determined as of the close of business on the last Business Day before the Gamehost Transaction Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Gamehost Shares; or

(b) ultimately are not entitled, for any reason, to be paid fair value for such Gamehost Shares, they shall be deemed to have participated in the Arrangement, commencing at the Effective Time, on the same basis as a non-dissenting holder of Gamehost Shares notwithstanding the provisions of section 191 of the ABCA.

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4.2 Recognition of Dissenting Shareholders

(a) In no circumstances shall Gamehost, Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Gamehost Shares in respect of which such rights are sought to be exercised.

(b) For greater certainty, in no case shall Gamehost, Purchaser or any other Person be required to recognize Dissenting Shareholders as holders of Gamehost Shares in respect of which Dissent Rights have been validly exercised after the effective time of Section 3.1(i).

4.3 Other Dissent Provisions

(a) In addition to any other restrictions in section 191 of the ABCA, Gamehost Shareholders who have voted in favour of the Gamehost Transaction Resolution shall not be entitled to exercise Dissent Rights.

(b) A Person may only exercise Dissent Rights in respect of all, and not less than all, of such Person’s Gamehost Shares.

ARTICLE 5

CERTIFICATES AND DELIVERY OF CONSIDERATION

5.1 Delivery of Consideration

(a) Purchaser shall, on the Effective Date, prior to sending the Articles of Arrangement to the Registrar, deposit, or cause to be deposited, in escrow with the Depositary pending completion of the Arrangement, a cash amount equal to the Aggregate Consideration (excluding, for greater certainty, any amounts payable in respect of Gamehost Shares held by Dissenting Shareholders who have validly exercised Dissent Rights and have not withdrawn such Dissent Rights as of the Effective Date), which cash shall be held, as of the effective time of Section 3.1(k), by the Depositary as agent and nominee for the Gamehost Shareholders in accordance with the provisions of this Article 5, in each case in a manner consistent with Section 2.6 of the Arrangement Agreement.

(b) Forthwith following the effective time of Section 3.1(k), subject to Section 5.1(c), Purchaser shall cause to be delivered to each Gamehost Shareholder (other than Dissenting Shareholders) the Consideration payable in respect of the Gamehost Shares as required by Section 3.1(k).

(c) The Depositary shall deliver the Consideration to which former Gamehost Shareholders (other than Dissenting Shareholders) are entitled in respect of those Gamehost Shares that were transferred or deemed to be transferred pursuant to Section 3.1(k) and which are held on a book-entry basis, less any amounts withheld pursuant to Section 5.3, in accordance with normal industry practice for payments relating to securities held on a book-entry only basis. With respect to those

Gamehost Shares not held on a book-entry basis, upon surrender to the Depositary for cancellation of certificate(s) or DRS Advice(s) (as applicable) which, immediately prior to the Effective Time, represented outstanding Gamehost Shares that were transferred or deemed to be transferred pursuant to Section 3.1(k) together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, each former holder of Gamehost Shares represented by such surrendered certificate(s) or DRS Advice(s) shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder as directed in the Letter of Transmittal, the Consideration which such former holder has the right to receive under this Plan of Arrangement for such Gamehost Shares less any amounts withheld pursuant to Section 5.3 and any certificate(s) so surrendered shall forthwith be cancelled.

(d) Until surrendered as contemplated by Section 5.1(c) (which, for the purposes of this Section 5.1(d) shall be deemed to apply to Dissenting Shareholders) each certificate or DRS Advice that immediately prior to the Effective Time represented Gamehost Shares shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration to which such former holders of such Gamehost Shares are entitled under the Arrangement, less any amounts withheld pursuant to Section 5.3, or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 4.1(b), to receive the fair value of the Gamehost Shares represented by such certificate.

(e) Subject to any Applicable Laws relating to unclaimed personal property, any certificate formerly representing Gamehost Shares that is not deposited, together with all other documents required hereunder, on or before the last Business Day before the third anniversary of the Effective Date, and any right or claim by or interest of any kind or nature, including the right of a former Gamehost Shareholder to receive the Consideration to which such holder is entitled pursuant to the Arrangement, shall terminate and be deemed to be surrendered and forfeited to Purchaser for no Consideration, together with all entitlements to dividends, distributions and interest thereon. In such case, such Consideration shall be returned to Purchaser.

(f) No Gamehost Shareholder shall be entitled to receive any consideration with respect to the Gamehost Shares other than the Consideration to which the holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith.

5.2 Lost Certificates

If any certificate which immediately prior to the Effective Time represented an interest in one or more outstanding Gamehost Shares that was transferred pursuant to Section 3.1 has been lost, stolen or destroyed, upon satisfying such reasonable requirements as may be imposed by Purchaser and the Depositary in relation to the issuance of replacement share certificates, the Depositary will

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issue and deliver in exchange for such lost, stolen or destroyed certificate the Consideration to which the holder is entitled pursuant to the Arrangement (and any dividends or distributions with respect thereto) as determined in accordance with the Arrangement, deliverable in accordance with such holder’s Letter of Transmittal. The Person who is entitled to receive such Consideration shall, as a condition precedent to the receipt thereof, give a bond satisfactory to each of Purchaser, Gamehost and Gamehost’s transfer agent in such form as is satisfactory to Purchaser, Gamehost and Gamehost’s transfer agent, or shall otherwise indemnify Purchaser, Gamehost and Gamehost’s transfer agent, to the reasonable satisfaction of such parties, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

5.3 Withholdings

Gamehost, Purchaser and the Depositary shall be entitled to deduct or withhold from any amounts payable to any Person pursuant to the Arrangement, such amounts as Gamehost, Purchaser or the Depositary reasonably determines it is required to deduct or withhold with respect to such payment, issuance or transfer, as the case may be, under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax Law (“Withholding Taxes”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated, for all purposes hereof, as having been paid or delivered to such Person in respect of whom such deduction or withholding was made, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Authority.

5.4 No Encumbrances

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Encumbrances or other claims of third parties of any kind.

5.5 Paramountcy

From and after the Effective Time:

(a) this Plan of Arrangement shall take precedence and priority over any and all rights related to Gamehost Shares issued or outstanding prior to the Effective Time;

(b) the rights and obligations of Gamehost, Purchaser, GPCo, GHI Amalco, GHI Amalco 2, the Depositary, GMI, Gamehost Subsidiary, the Gamehost Shareholders (including Dissenting Shareholders) and any trustee, transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement; and

(c) all actions, causes of action, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to any Gamehost Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

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ARTICLE 6
AMENDMENTS

6.1 Amendment of this Plan of Arrangement

(a) Gamehost and Purchaser may amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: (i) set out in writing; (ii) approved by both Gamehost and Purchaser, each acting reasonably; (iii) filed with the Court and, if made following the Gamehost Meeting, approved by the Court; and (iv) communicated to the Gamehost Shareholders, if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Gamehost or Purchaser at any time prior to or at the Gamehost Meeting (provided that Gamehost or Purchaser, as applicable, shall have consented thereto in writing, acting reasonably) with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Gamehost Meeting (other than as may be required by the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Gamehost Meeting shall be effective only: (i) if it is consented to in writing by each of Gamehost and Purchaser (in each case, acting reasonably); and (ii) if required by the Court, if it is consented to by some or all of the Gamehost Shareholders voting in the manner directed by the Court.

(d) Gamehost and Purchaser may agree not to implement this Plan of Arrangement, notwithstanding the passing of the Gamehost Transaction Resolution and the receipt of the Final Order.

(e) This Plan of Arrangement may be amended, modified or supplemented following the Effective Time unilaterally by Purchaser, provided that it concerns a matter which, in the reasonable opinion of Purchaser, is of an administrative or technical nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any former holder of Gamehost Shares.

ARTICLE 7
FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the steps, events and transactions set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order and at the times provided herein without any further act or formality, each of the Parties shall, from time to time and at all times, make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers,

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assurances, instruments and documents as may reasonably be required to give effect to the Arrangement and to evidence or perfect the steps, events and transactions contemplated hereby.

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SCHEDULE B

FORM OF GAMEHOST TRANSACTION RESOLUTION

BE IT RESOLVED THAT:

(a) The arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) involving, among others, 2799593 Alberta Ltd. (“Purchaser”), Gamehost Inc. (“Gamehost”), Gamehost Management Inc., (“GMI”), Gamehost Limited Partnership, by its general partner, GMI (“Gamehost Subsidiary”) and 2802028 Alberta Ltd. (“GPCo”) and the holders (“Gamehost Shareholders”) of common shares of Gamehost, all as more particularly described and set forth in the management information circular of Gamehost dated on or about [●], 2026 accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with the terms of the Arrangement Agreement), and all transactions contemplated thereby, be and is hereby authorized, approved and adopted;

(b) The plan of arrangement (the “Plan of Arrangement”) involving among others, Gamehost, Purchaser and Gamehost Shareholders, implementing the Arrangement, the full text of which is set out in Schedule A to the Arrangement Agreement (as hereinafter defined) (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby approved and adopted;

(c) The arrangement agreement (the “Arrangement Agreement”) between Pure Casino Entertainment Limited Partnership, by its general partner, Indigenous Gaming Partners Inc. (“Purchaser Parent”), Purchaser, Gamehost, GMI, Gamehost Subsidiary and GPCo dated as of March 30, 2026, as modified, amended or amended and restated in accordance with its terms, and all the transactions contemplated therein, the actions of the directors of Gamehost in approving the Arrangement Agreement, and the actions of the directors and officers of Gamehost in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements to any of the foregoing, and any transactions contemplated by any of the foregoing, are hereby confirmed, authorized, ratified and approved;

(d) Any one director or officer of Gamehost be and is hereby authorized and directed for and on behalf of Gamehost to execute, under the corporate seal of Gamehost or otherwise, and to deliver to the Registrar under the Business Corporations Act (Alberta) for filing, articles of arrangement and such other documents as are necessary or advisable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement;

(e) Notwithstanding that this resolution has been duly passed (and the Plan of Arrangement adopted) by the Gamehost Shareholders or that the Arrangement has

been approved by the Court of King’s Bench of Alberta, the directors of Gamehost are hereby authorized and empowered, without further notice to, or approval of, the Gamehost Shareholders:

(i) to amend the Arrangement Agreement or the Plan of Arrangement (or any documents or agreements delivered in connection therewith) to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, as applicable; or

(ii) subject to the terms of the Arrangement Agreement, not to proceed with the Plan of Arrangement and revoke this resolution at any time prior to the Effective Time (as defined in the Plan of Arrangement); and

(f) Any one or more directors or officers of Gamehost is hereby authorized, for and on behalf and in the name of Gamehost, to execute (or cause to be executed) and deliver (or cause to be delivered), whether under corporate seal of Gamehost or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full effect to this resolution and the matters authorized hereby, the Arrangement Agreement, the Arrangement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

(i) all actions required to be taken by or on behalf of Gamehost, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

(ii) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Gamehost,

such opinion to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

B-2

SCHEDULE C

LEASEBACK LANDS

Great Northern Casino Lands

Parcel 1
Plan 1820522
Block 2
Lot 4
Excepting Thereout All Mines and Minerals
Area: 1.132 Hectares (2.8 Acres) More or Less

Parcel 2
Plan 9920015
Block 2
Lot 3B
Excepting Thereout All Mines and Minerals
Area: 0.92 Hectares (2.27 Acres) More or Less

Service Plus Inns & Suites Lands

Plan 9824460
Block 2
Lot 2
Excepting Thereout All Mines and Minerals
Area: 1.1 Hectares (2.72 Acres) More or Less

Encore Suites Lands

Plan 1422072
Block 1
Lot 33
Excepting Thereout All Mines and Minerals
Area: 0.728 Hectares (1.8 Acres) More or Less

C-2

Deerfoot Inn & Casino Lands

Parcel 1

Plan 0110852
Block 11
Lot 3
Containing 5.2970 Hectares (13.09 Acres) More or Less

Excepting Thereout:
| Plan | Number | Hectares | (Acres)More or Less |
| --- | --- | --- | --- |
| Road | 2312128 | 0.004 | 0.01 - Expropriation |
| Road | 2610600 | 0.018 | 0.04 |

Excepting Thereout All Mines and Minerals

Parcel 2

Plan 0713363
Block 11
Lot 5
Excepting Thereout All Mines and Minerals
Area: 0.92 Hectares (2.27 Acres) More or Less

SCHEDULE D

PERMITTED ENCUMBRANCES

Encumbrances for real property taxes (which term includes charges, rates and assessments, and other governmental charges or levies) or charges for electricity, power, gas, water and other services and utilities in connection with a Leaseback Property that have accrued but are not yet due and owing.
Easements, rights of way, and servitudes and other similar rights in land granted to, reserved or taken by any Governmental Authority or public or private utility supplier that do not, in the aggregate, materially impair the use, operation or marketability of a Leaseback Property for the purposes for which it is presently held or used.
Existing subdivision agreements, development agreements or other similar agreements with any Governmental Authority or public or private utility supplier that do not, in the aggregate, materially impair the use, operation or marketability of a Leaseback Property for the purposes for which it is presently held or used.
Undetermined or inchoate liens and charges incidental to current construction or current operations which have not been filed or registered according to Applicable Law against a Gamehost Group Member and which relate to obligations neither due nor delinquent provided all amounts owing in respect thereof are the responsibility of the tenant under the Leaseback.
Minor title defects or irregularities which do not, in the aggregate, materially impair the use, operation or marketability of a Leaseback Property for the purposes for which it is presently held or used.
Minor encroachments by any structure on a Leaseback Property over neighbouring lands and minor encroachments by any structure on neighbouring lands over a Leaseback Property that in either case do not, in the aggregate, materially impair the use, operation or marketability of a Leaseback Property for the purposes for which it is presently held or used.
Statutory exceptions, reservations, limitations, provisos, qualifications and conditions to title contained in section 61(1) and section 62(1) of the Land Titles Act (Alberta), but not including the matters listed in sections 61(1)(c), (d) or (f).
The provisions of Applicable Laws including zoning, land use, development and building restrictions, by-laws, regulations, ordinances of Governmental Authorities and similar instruments, including municipal by-laws and regulations and airport zoning regulations, provided the same do not, in the aggregate, materially impair the use, operation or marketability of a Gamehost Property for the purposes for which it is presently held or used.

Any rights of expropriation, access or use, or any other right, conferred upon or reserved to or vested in the Crown or any Governmental Authority by or under the authority of any statute of Canada or the Province of Alberta.
As set out in Section 5.1(d) and Schedule E to the Gamehost Disclosure Letter.

D-2

AI assistant

Gamehost Inc. — M&A Activity 2026

46733_rns_2026-04-09_91256903-6a5d-44a3-94f4-02daac114e06.pdf

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings, etc.

1.3 Number, etc.

1.4 Date for Any Action

1.5 Entire Agreement

1.6 Currency

1.7 Accounting Matters

1.8 Disclosure in Writing

1.9 References to Legislation

2.2 Gamehost Board Recommendation

2.3 Circular and Gamehost Meeting

2.4 Court Proceedings

2.5 Effective Date

2.6 Payment of Consideration

2.7 Gamehost Director and Officer Matters

2.8 Related Party Termination Agreements

2.9 Withholdings

3.2 Covenants Regarding the Arrangement

3.3 Additional Covenants of Purchaser

3.4 Additional Covenants of Gamehost

3.5 Key Regulatory Approvals

3.6 Pre-Acquisition Reorganization

3.7 Subdivision of Commercial Building Parcel

3.8 Risk of Loss

3.9 Additional Covenants of Gamehost

ARTICLE 4

4.1 Representations and Warranties of Purchaser

4.2 Investigation

4.3 Disclaimer

4.4 Survival of Representations and Warranties

ARTICLE 5

5.1 Representations and Warranties of Gamehost

5.2 Investigation

5.3 Disclaimer

5.4 Survival of Representations and Warranties

ARTICLE 6

CONDITIONS PRECEDENT

6.1 Mutual Conditions Precedent

6.2 Additional Conditions to Obligations of Purchaser

6.3 Additional Conditions to Obligations of Gamehost

6.4 Notice and Cure Provisions

6.5 Merger of Conditions

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1 Covenants Regarding Non-Solicitation

7.2 Purchaser Disposition of Rights

7.3 Purchaser Expense Reimbursement

7.6 Fees and Expenses

7.7 Access to Information; Confidentiality

7.8 Brokers

7.9 Privacy Issues

ARTICLE 8

8.1 Amendment

ARTICLE 9

9.1 Termination

9.2 Notice and Effect of Termination

9.3 Waiver

ARTICLE 11

GENERAL

11.1 Binding Effect

11.2 Assignment and Enurement

11.3 Disclosure

11.4 Severability

11.5 Further Assurances

11.6 Time of Essence

11.7 Governing Law

11.8 Specific Performance

11.9 Third Party Beneficiaries

11.10 Purchaser Parent Guarantee

11.11 No Liability

11.12 Counterparts

1.2 Interpretation Not Affected by Headings, etc.

1.3 Number, etc.

1.4 Date for Any Action

Gamehost Inc. M&A Activity 2026