Marvel Biosciences Corp. - Merger & Acquisition 2021

GAMESQUARE ESPORTS INC.

as the Purchaser

and

RECIPROCITY CORP.

as the Company

ARRANGEMENT AGREEMENT

December 31, 2020

		TABLE OF CONTENTS
		Page
Article	1 INTERPRETATION ........................................................................................................3
	1.1	Defined Terms. ........................................................................................................3
	1.2	Certain Rules of Interpretation. ..............................................................................16
	1.3	Schedules. ..............................................................................................................17
Article	2 THE	ARRANGEMENT .................................................................................................17
	2.1	Arrangement ..........................................................................................................17
	2.2	Interim Order .........................................................................................................17
	2.3	The Company Meeting ..........................................................................................19
	2.4	The Company Circular ...........................................................................................20
	2.5	Final Order .............................................................................................................21
	2.6	Court Proceedings ..................................................................................................21
	2.7	Options, Warrants and Other Securities.................................................................22
	2.8	Articles of Arrangement and Effective Date .........................................................23
	2.9	Payment of Consideration ......................................................................................23
	2.10	Withholding Taxes .................................................................................................24
	2.11	U.S. Securities Law Matters ..................................................................................24
	2.12	Adjustment of Consideration .................................................................................26
Article	3 REPRESENTATIONS AND WARRANTIES ..............................................................26
	3.1	Representations and Warranties of the Company ..................................................26
	3.2	Representations and Warranties of the Purchaser ..................................................27
Article	4 COVENANTS ................................................................................................................27
	4.1	Conduct of Business of the Company. ...................................................................27
	4.2	Conduct of Business of the Purchaser. ..................................................................31
	4.3	Covenants Regarding the Arrangement. ................................................................31
	4.4	Regulatory Approvals ............................................................................................33
	4.5	Access to Information; Confidentiality ..................................................................35
	4.6	Pre-Acquisition Reorganization .............................................................................35
	4.7	Public Communications .........................................................................................37
	4.8	Notice and Cure Provisions ...................................................................................37
	4.9	Board of Directors..................................................................................................38

Article 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION .......................38	Article 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION .......................38
5.1	Non-Solicitation .....................................................................................................38
5.2	Breach by Subsidiaries and Representatives ..........................................................40
Article 6 CONDITIONS ................................................................................................................40
6.1	Mutual Conditions Precedent .................................................................................40
6.2	Additional Conditions Precedent to the Obligations of the Purchaser ..................40
6.3	Additional Conditions Precedent to the Obligations of the Company ...................42
6.4	Satisfaction of Conditions ......................................................................................43
Article 7 TERM AND TERMINATION .......................................................................................43
7.1	Term .......................................................................................................................43
7.2	Termination ............................................................................................................43
7.3	Effect of Termination/Survival ..............................................................................45
Article 8 GENERAL PROVISIONS .............................................................................................45
8.1	Amendments ..........................................................................................................45
8.2	Expenses ................................................................................................................46
8.3	Notices. ..................................................................................................................46
8.4	Time of the Essence. ..............................................................................................47
8.5	Injunctive Relief. ....................................................................................................47
8.6	Third Party Beneficiaries. ......................................................................................48
8.7	Waiver. ...................................................................................................................48
8.8	Entire Agreement. ..................................................................................................48
8.9	Successors and Assigns. .........................................................................................48
8.10	Severability. ...........................................................................................................48
8.11	Governing Law. .....................................................................................................49
8.12	Rules of Construction. ...........................................................................................49
8.13	No Liability. ...........................................................................................................49
8.14	Language. ...............................................................................................................49
8.15	Counterparts. ..........................................................................................................49
SCHEDULE	"A" PLAN OF ARRANGEMENT ............................................................................1
SCHEDULE	"B" ARRANGEMENT RESOLUTION ....................................................................1
SCHEDULE	"C" REPRESENTATIONS AND WARRANTIES OF THE COMPANY ...............1
SCHEDULE	"D" REPRESENTATIONS AND WARRANTIES OF THE PURCHASER .........12

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of the 31[st] day of December, 2020,

B E T W E E N :

GAMESQUARE ESPORTS INC. ,

a corporation existing under the laws of the Province of Ontario

(the " Purchaser ")

and –

RECIPROCITY CORP. ,

a corporation incorporated under the laws of the Province of Ontario;

(the " Company ").

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

" Acquisition Proposal " means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating to: (i) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries or of 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (ii) any direct or indirect take-over bid, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (iii) any plan of arrangement, merger,

amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

" Additional Consideration " means the additional consideration to be received by the Company Debentureholders and the non-dissenting Company Common Shareholders pursuant to the Plan of Arrangement in respect of each Purchaser Share that is issued pursuant to the Consideration, consisting of:

(a) 5,255,000 Purchaser Shares issued pro rata to Company Debentureholders and the non-dissenting Company Common Shareholders if the business of the Company earns a minimum of US$5 million in revenue and a minimum of US$1 million in EBITDA during the 12 months immediately following the Effective Date (the " First Triggering Event "); and
(b) 9,000,000 Purchaser Shares issued pro rata to Company Debentureholders and the non-dissenting Company Common Shareholders if the business of the Company earns a minimum of US$7 million in revenue and a minimum of US$1.4 million in EBITDA during the 12 months immediately following the Effective Date (the " Second Triggering Event ").

" affiliate " has the meaning specified in National Instrument 45-106 – Prospectus Exemptions .

" Agreement " means this arrangement agreement.

" Arrangement " means an arrangement under Section 182(1) of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement, the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

" Arrangement Issued Securities " means all securities to be issued pursuant to the Arrangement, including the Consideration Shares and the Replacement Options.

" Arrangement Resolution " means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B.

" Articles of Arrangement " means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“ Asset Transfer Agreement ” means the agreement dated March 1, 2020 among the Company, GCN, Inc., Ceo Wimmer and Jeff Griffith, as amended by an amending agreement dated December 31, 2020.

" associate " has the meaning specified in the Securities Act (Ontario).

" Authorization " means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

" Board " means the board of directors of the Company as constituted from time to time.

" Board Recommendation " has the meaning specified in Section 2.4(b).

" Breaching Party " has the meaning specified in Section 4.8(c).

" Business Day " means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Toronto, Ontario.

" Certificate of Arrangement " means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

" Change in Recommendation " has the meaning specified in Section 7.2(a)(iv)(B).

" Common Shares " means the common shares in the capital of the Company.

" Company " means Reciprocity Corp.

" Company Circular " means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Common Shareholders, Company Debentureholders, Company Optionholders and Company Warrantholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

" Company Common Shareholders " means the registered or beneficial holders of the Common Shares, as the context requires.

" Company Data Room " means the material provided by the Company to the Purchaser as of 5:00 p.m. on December 31, 2020.

" Company Debentureholders " means the registered or beneficial holders of Company Debentures.

" Company Debentures " means the Series A Convertible Debentures of the Company.

" Company Disclosure Letter " means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

" Company Employees " means the employees of the Company and its Subsidiaries.

“ Company Financial Statements ” has the meaning specified in paragraph (h) of Schedule C.

" Company Material Adverse Effect " means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances is or could reasonably be expected to be material and adverse to the current and future business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from:

(a) any change affecting the esports industry as a whole;
(b) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets;
(c) any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Entity;
(d) any change in GAAP applicable to the Company;
(e) any natural disaster;
(f) the failure by the Company to meet any internal, third party or public projections, forecasts, guidance or estimates of revenues or earnings (it being understood that the cause underlying any such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred);
(g) the announcement of this Agreement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or its Subsidiaries with the Company's employees, customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has business relations;
(h) any action taken (or omitted to be taken) by the Company that is consented to or requested by the Purchaser expressly in writing; or
(i) any matter which has been disclosed by the Company in the Company Disclosure Letter,
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provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industry in which the Company and/or its Subsidiaries operate, and 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, illustrative or interpretive for purposes of determining whether a " Company Material Adverse Effect " has occurred.

" Company Meeting " means the special meeting of Company Common Shareholders and Company Debentureholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

" Company $0.35 Options " means the outstanding options to purchase Common Shares at $0.35 per share issued pursuant to the Company's stock option plan, as listed in section 1.1 of the Company Disclosure Letter.

" Company $0.50 Options " means the outstanding options to purchase Common Shares at $0.50 per share issued pursuant to the Company's stock option plan, as listed in section 1.1 of the Company Disclosure Letter.

" Company Optionholders " means the holders of Company Options.

" Company Options " means, collectively, the Company $0.35 Options and the Company $0.50 Options.

" Company Securityholders " means, collectively, the Company Common Shareholders, the Company Optionholders, the Company Warrantholders and the Company Debentureholders.

" Company $0.10 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $0.10 per share, as listed in section 1.1 of the Company Disclosure Letter.

" Company $0.35 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $0.35 per share, as listed in section 1.1 of the Company Disclosure Letter.

" Company $0.40 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $0.40 per share, as listed in section 1.1 of the Company Disclosure Letter.

" Company $1.00 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $1.00 per share, as listed in section 1.1 of the Company Disclosure Letter.

" Company Warrantholders " means the registered or beneficial holders of Company Warrants.

" Company Warrants " means, collectively, the Company $0.10 Warrants, Company $0.35 Warrants, Company $0.40 Warrants and Company $1.00 Warrants.

" Consideration " means the consideration, excluding the Additional Consideration, to be received by Company Optionholders, Company Warrantholders, Company Debentureholders and non-dissenting Company Common Shareholders pursuant to the Plan of Arrangement in respect of each Company Option, Company Warrant, Common Share and Company Debenture that is issued and outstanding immediately prior to the Effective Time, not to exceed 43,750,000 Purchaser Shares and 3,000,000 Replacement Options in the aggregate, consisting of:

(a) one (1) Replacement Option for each Company $0.35 Option;
(b) 0.06 Purchaser Share for each Company $0.50 Option;
(c) 0.896 Purchaser Share for each Company $0.10 Warrant;
(d) 0.149 Purchaser Share for each Company $0.35 Warrant;
(e) 0.149 Purchaser Share for each Company $0.40 Warrant;
(f) 0.03 Purchaser Share for each Company $1.00 Warrant;
(g) 1.194 Purchaser Shares for each Common Share; and
(h) 3.99 Purchaser Shares for each US$1 principal amount of Company Debentures

with such Purchaser Shares subject to the following lock-up release terms: one-third (33.33%) on the four (4) month anniversary of the Effective Date; one-third (33.33%) on the eight (8) month anniversary of the Effective Date; and, one-third (33.33%) on the twelve (12) month anniversary of the Effective Date.

" Consideration Shares " means the Purchaser Shares (not to exceed 43,750,000 Purchaser Shares) or Replacement Options (not to exceed 3,000,000 Replacement Options) to be issued in exchange for Company Options, Company Warrants, Common Shares and Company Debentures pursuant to the Arrangement, which shall be subject to the following lock-up release terms: one-third (33.33%) on the four (4) month anniversary of the Effective Date; one-third (33.33%) on the eight (8) month anniversary of the Effective Date; and, one-third (33.33%) on the twelve (12) month anniversary of the Effective Date.

" Constating Documents " means articles of incorporation, amalgamation, or continuation, as applicable, by-laws and all amendments to such articles or by-laws.

" Contract " means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which a Party or any of its

respective Subsidiaries is a party or by which it or any of its respective Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

" Court " means the Ontario Superior Court of Justice (Commercial List).

" CSE " means the Canadian Securities Exchange.

" Director " means the Director appointed pursuant to Section 278 of the OBCA.

" Dissent Rights " means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

" DRS Statements " means Purchaser Shares issued by way of the direct registration system.

" EBITDA " means earnings before interest, taxes, depreciation and amortization.

" Effective Date " means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

" 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.

" Employee Plans " means all health, welfare, supplemental unemployment benefit, change of control, bonus, profit sharing, option, insurance, compensation, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension, vacation, severance or termination pay, retirement or retirement savings plans, or other employee benefit plans, policies, trusts, funds, agreements, or arrangements for the benefit of employees, former employees, directors or former directors of a Party or any of its subsidiaries, which are maintained by or binding upon such Party or any of its subsidiaries or in respect of which such Party or any of its subsidiaries has an actual or contingent liability excluding all obligations for severance and termination pursuant to a statute.

" Final Order " means the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

" GAAP " means generally accepted accounting principles as set-out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

" Governmental Entity " means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

" Intellectual Property " means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property.

" Interim Order " means the interim order of the Court, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

" Law " means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

" Lien " means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third-party interest or encumbrance of any kind, in each case, whether contingent or absolute.

" Material Contract " means any Contract:

(a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Company Material Adverse Effect;
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(b) relating directly or indirectly to the guarantee of any material liabilities or material obligations or to indebtedness for borrowed money;
(c) restricting the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or restricting the payment of dividends by the Company in each case, in any material respect;
(d) under which a Person made payments to the Company and its Subsidiaries in excess of $100,000 during the calendar year ended December 31, 2020;
(e) under which the Company and/or its Subsidiaries made payments to any Person in excess of $100,000 during the calendar year ended December 31, 2020;
(f) under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $100,000 over the remaining term;
(g) providing for the establishment, investment in, organization or formation of any joint venture, limited liability company, partnership or similar entity that creates an exclusive dealing arrangement or right of first offer or refusal that materially limits the Company's business;
(h) with a Governmental Entity for a value in excess of $50,000;
(i) that contains any material exclusivity or non-solicitation obligations of the Company or any of its Subsidiaries;
(j) providing for severance or change in control payments;
(k) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $250,000;
(l) that limits or restricts in any material respect (A) the ability of the Company or any Subsidiary to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom the Company or any of its Subsidiaries may sell products or deliver services; or
(m) that is otherwise material to the Company and its Subsidiaries, taken as a whole.

" MD&A " means management's discussion and analysis.

" Misrepresentation " means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

" OBCA " means the Business Corporations Act (Ontario).

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" officer " has the meaning specified in the Securities Act (Ontario).

" Ordinary Course " means, with respect to an action taken by a Party, that such action is consistent with the past practices of such Party and is taken in the ordinary course of the normal day-to-day operations of the business of such Party.

" Outside Date " means March 31, 2021 or such later date as may be agreed to in writing by the Parties, subject to: (i) the right of any Party to extend the Outside Date for up to an additional 45 days if the condition in Section 6.1(c) has not been satisfied; and (ii) the right of the Purchaser to extend the Outside Date for up to an additional 45 days if the condition in Section 6.2(d) has not been satisfied; provided that (i) notwithstanding the foregoing, no Party shall be permitted to extend the Outside Date if the failure of the applicable condition to be satisfied is primarily the result of such Party's failure to comply with its covenants herein and (ii) in no event shall the Outside Date be extended by more than 45 days in the aggregate without the written consent of both Parties.

" Parties " means the Company and the Purchaser and " Party " means any one of them.

" Permitted Liens " means, in respect of a Party or any of its Subsidiaries, any one or more of the following:

(a) Liens for Taxes which are not yet due or delinquent or that are being properly contested in good faith by appropriate proceedings and in respect of which reserves have been provided in the most recent publicly filed financial statements;
(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets, provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;
(c) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of a Party or any of its Subsidiaries, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;
(d) easements, servitudes, restrictions, restrictive covenants, rights of way, licenses, permits and other similar rights in real or immovable property that in each case do not materially detract from the value or materially interfere with the use of the real or immovable property subject thereto;
(e) zoning and building by-laws and ordinances, regulations made by public authorities that in each case do not materially detract from the value or materially interfere with the use of the real or immovable property subject thereto;
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(f) such other imperfections or irregularities of title or Lien that, in each case, do not materially adversely affect the use of the properties or assets subject thereto or otherwise materially adversely impair business operations of such properties; and
(g) agreements with any Governmental Entity and any public utilities or private suppliers of services that in each case do not materially detract from the value or materially interfere with the use of the real or immovable property subject thereto.

" Person " includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

" Plan of Arrangement " means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 8.1 hereof, the Plan of Arrangement itself or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

" Pre-Acquisition Reorganization " has the meaning specified in Section 4.6.

" Purchaser " means GameSquare Esports Inc.

" Purchaser Filings " means all documents publicly filed under the profile of the Purchaser on the System for Electronic Document Analysis Retrieval (SEDAR) since December 31, 2018.

" Purchaser Material Adverse Effect " means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances is or could reasonably be expected to be material and adverse to the current and future business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Purchaser and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from:

(a)
any change affecting the esports industry as a whole;
(b) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets;
(c) any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Entity;
(d) any change in GAAP applicable to the Purchaser;
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(e) any natural disaster;
(f) the failure by the Purchaser to meet any internal, third party or public projections, forecasts, guidance or estimates of revenues or earnings (it being understood that the cause underlying any such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred);
(g) the announcement of this Agreement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Purchaser or its Subsidiaries with the Purchaser's employees, customers, suppliers partners and other Persons with which the Purchaser or any of its Subsidiaries has business relations;
(h) any action taken (or omitted to be taken) by the Purchaser that is consented to by the Company expressly in writing;
(i) any matter which has been disclosed by the Purchaser in the Purchaser Filings;
(j) any actions taken (or omitted to be taken) upon the written request of the Company; or
(k) any change in the market price or trading volume of any securities of the Purchaser (it being understood that the causes underlying such change in market price may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred),

provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a materially disproportionate effect on the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industry in which the Purchaser and/or its Subsidiaries operate, and 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, illustrative or interpretive for purposes of determining whether a " Purchaser Material Adverse Effect " has occurred.

" Purchaser Shareholder Consent " means the written consent of a majority of the holders of the Purchaser Shares to the transactions contemplated by this Agreement.

" Purchaser Shares " means the common shares in the capital of the Purchaser.

" Regulatory Approval " means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement, and includes the Stock Exchange Approval.

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" Replacement Option " means an option or right to purchase Purchaser Shares granted by the Purchaser with an exercise price of $0.40 per Purchaser Share in replacement of Company $0.35 Options pursuant to the Arrangement.

" Representative " has the meaning specified in Section 5.1(a).

" Required Approval " has the meaning specified in Section 2.2(a)(ii).

" Securities Authority " means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

" Securities Laws " means the Securities Act (Ontario) and any other applicable provincial securities Laws.

" Software " means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

" Stock Exchange Approval " means the conditional approval of the CSE to list the Purchaser Shares to be issued pursuant to the Arrangement, subject only to conditions to be satisfied in connection with the completion of the Arrangement and/or following the completion of the Arrangement.

" Subject Securities " has the meaning specified in Section 2.2(b).

" Subsidiary " has the meaning specified in National Instrument 45-106 - Prospectus Exemptions as in effect on the date of this Agreement.

" Tax Act " means the Income Tax Act (Canada).

" Tax Returns " means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

" Taxes " means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or

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contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

" Terminating Party " has the meaning specified in Section 4.8(c).

" Termination Notice " has the meaning specified in Section 4.8(c).

" United States " means the United States of America, its territories and possessions, any State of the United States and the District of Colombia.

" U.S. Securities Act " means the United States Securities Act of 1933 , as the same has been, and hereafter from time to time may be, amended.

1.2 Certain Rules of Interpretation.

In this Agreement, unless otherwise specified:

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(b) Currency . Unless otherwise indicated, all references to dollars or to $ are references to Canadian dollars.
(c) Gender and Number . Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases and References, etc . The words " including ", " includes " and " include " mean " including (or includes or include ) without limitation ," and " the aggregate of ", " the total of ", " the sum of ", or a phrase of similar meaning means " the aggregate (or total or sum), without duplication, of. " Unless stated otherwise, " Article ", " Section ", and " Schedule " followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term " Agreement " and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term " made available to the Purchaser " means copies of the subject materials were included in the Company Data Room or otherwise provided in writing in the manner expressly set forth in the Company Disclosure Letter.
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(e) Capitalized Terms . All capitalized terms used in any Schedule and the Company Disclosure Letter have the meanings ascribed to them in this Agreement.
(f) Knowledge . Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the knowledge of [David Fawcett], after due and diligent inquiry. Where any representation or warranty is expressly qualified by reference to the knowledge of the Purchaser, it is deemed to refer to the knowledge of Kevin Wright, after due and diligent inquiry.
(g) Accounting Terms . All accounting terms are to be interpreted in accordance with GAAP and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with GAAP.
(h) Statutes . Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(l) Computation of Time . A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.
(m) Time References . References to time are to local time, Toronto, Ontario.
(n) Subsidiaries . To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of the Company, each such provision shall be construed as a covenant by the Company to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

1.3 Schedules.

The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

2.2 Interim Order

(a) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to Section 182 of the OBCA and, in
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cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

(i) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;
(ii) that the required level of approval (the " Required Approval ") for the Arrangement Resolution shall be not less than 66 2/3% of the votes cast on the Arrangement Resolution by both (i) Company Common Shareholders and (ii) Company Debentureholders, present in person or represented by proxy and entitled to vote at the Company Meeting.
(iii) that the terms, restrictions and conditions of the Company's Constating Documents relating to the holding of a meeting of Company Common Shareholders and Company Debentureholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting;
(iv) for the grant of the Dissent Rights to those Company Common Shareholders who are registered Company Common Shareholders;
(v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(vi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(vii) confirmation of the record date for the purposes of determining the Company Common Shareholders and Company Debentureholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(viii) that the record date for the Company Common Shareholders and Company Debentureholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and
(ix) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
(b) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court's approval of the Arrangement and its determination that
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the Arrangement is fair and reasonable to holders of Company securities whose rights are affected by the Arrangement (collectively, the " Subject Securities ") to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof.

2.3 The Company Meeting

The Company shall:

(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company's Constating Documents and Law as soon as practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4, on or before January 15, 2020 (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4) and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) in the case of an adjournment, as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled); or
(ii) as required or permitted under Section 4.8(c).
(b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Common Shareholder or Company Debentureholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting, as reasonably requested in writing from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser's representatives and legal counsel to attend the Company Meeting;
(e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;
(f) promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with an opportunity to review and comment upon any written communications sent by or
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on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person;

(g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to any claims regarding the Arrangement or Dissent Rights without the prior written consent of the Purchaser;
(h) not change the record date for the Company Common Shareholders or Company Debentureholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law;
(i) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Common Shareholders and Company Debentures, together with their addresses and respective holdings of Common Shares, and (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Company Options and Company Warrants); and
(j) unless otherwise agreed to in writing by the Purchaser, continue to take all reasonable steps necessary to hold the Company Meeting and to cause the Arrangement to be voted on at the Company Meeting and not propose to adjourn or postpone the Company Meeting other than as permitted or required by Section 2.3(a).

2.4 The Company Circular

(a) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Company Circular together with any other documents required by Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Common Shareholder, Company Debentureholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).
(b) The Company shall ensure that the Company Circular complies in material respects with Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Company Circular) and provides the Company Common Shareholders and Company Debentureholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: a statement that the Board has unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice: (A) that the Arrangement is fair to the Company Common Shareholders and Company Debentureholders; (B)
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the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Board (with directors abstaining or recusing themselves as required) recommends that the Company Common Shareholders and Company Debentureholders vote in favour of the Arrangement Resolution (collectively, the " Board Recommendation ").

(c) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser for inclusion in the Company Circular and any information describing the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Common Shareholders and Company Debentureholders.
(d) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within thirty (30) days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by Law and requested by the Company in writing for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Consideration Shares.
(e) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Common Shareholders and Company Debentureholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

2.5 Final Order

Following approval of the Arrangement Resolution, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA, as soon as reasonably practicable, but in any event not later than three Business Days after the Arrangement Resolution is passed at the Company Meeting.

2.6 Court Proceedings

The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required

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by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser's prior written consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in the Consideration or Additional Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser's obligations, or diminishes or limits the 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 Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

2.7 Options, Warrants and Other Securities

The Parties acknowledge and agree that all Company Options and Company Warrants that are not exercised, whether conditionally or otherwise, prior to the Effective Time, shall be treated in accordance with the provisions of the Plan of Arrangement, and the Company shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.

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2.8 Articles of Arrangement and Effective Date

(a) The Company shall amend the Plan of Arrangement from time to time at the reasonable request of the Purchaser, provided that no such amendment is inconsistent with the Interim Order or the Final Order or is prejudicial to the Company or the Company Securityholders.
(b) The Company shall send the Articles of Arrangement to the Director within 2 (two) Business Days of the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties.
(c) The closing of the Arrangement will take place at the offices of Fogler, Rubinoff LLP Lawyers 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, Ontario M5K 1G8, or at such other location as may be agreed upon by the Parties.

2.9 Payment of Consideration

(a) The Purchaser will, following receipt of the Final Order and prior to the sending by the Company of the Articles of Arrangement to the Director, deliver or cause to be delivered to the Purchaser's transfer agent one or more treasury directions addressed to Purchaser's transfer agent as may be necessary to satisfy the aggregate Consideration to be paid to holders of Company $0.50 Options, Company Warrantholders, Company Common Shareholders and Company Debentureholders (other than dissenting Company Common Shareholders) under the Arrangement.
(b) Immediately following the sending by the Company of the Articles of Arrangement to the Director, the Purchaser shall arrange for its transfer agent to deliver to the holders of Company $0.50 Options, Company Warrantholders, Company Common Shareholders and Company Debentureholders, as applicable, DRS Statements representing the portion of the Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names in accordance with the instructions of the applicable Company Optionholder, Company Warrantholder, Company Common Shareholder or Company Debentureholder, and any certificate representing Company $0.50 Options, Company Warrants, Common Shares or Company Debentures shall be deemed to be automatically cancelled.
(c) Immediately following the sending by the Company of the Articles of Arrangement to the Director, the Purchaser shall arrange for the delivery of Replacement Options to the holders of Company $0.35 Options.
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(d) Forthwith following the date on which the First Triggering Event occurs, the Purchaser shall deliver to the Company Common Shareholders and Company Debentureholders (other than dissenting Company Common Shareholders) DRS Statements representing the portion of the Additional Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names in accordance with the instructions of the applicable Company Common Shareholder and Company Debentureholder.
(e) Forthwith following the date on which the Second Triggering Event occurs, the Purchaser shall deliver to the Company Common Shareholders and Company Debentureholders (other than dissenting Company Common Shareholders) DRS Statements representing the portion of the Additional Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names in accordance with the instructions of the applicable Company Common Shareholder and Company Debentureholder.

2.10 Withholding Taxes

The Purchaser and the Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Company Securityholder such amounts as the Purchaser and the Company (as applicable) may be permitted or required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

2.11 U.S. Securities Law Matters

(a) The Parties agree that the Arrangement will be carried out with the intention that all Arrangement Issued Securities will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate the Purchaser's compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:
(b) pursuant to Section 2.2(b), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities pursuant to the Arrangement, based on the Court's approval of the Arrangement;
(c) prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by Law in connection with the Company Meeting;
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(d) the Court will be required to satisfy itself as to the substantive and procedural fairness of the Arrangement to the holders of Subject Securities to whom will be issued Arrangement Issued Securities pursuant to the Arrangement;
(e) the Company will ensure that each Company Common Shareholder, Company Debentureholders, Company Optionholder and Company Warrantholder, and any other Person entitled to receive Consideration Shares pursuant to the Arrangement will be given adequate and appropriate notice advising them of their right to attend the hearing of the Court to give approval to the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(f) all Persons entitled to receive Consideration Shares pursuant to the Arrangement will be advised that Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act to Persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined by Rule 144 of the U.S. Securities Act) of the Purchaser;
(g) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as fair and reasonable to all Persons entitled to receive Arrangement Issued Securities pursuant to the Arrangement;
(h) the Interim Order approving the Company Meeting will specify that each Person entitled to receive Arrangement Issued Securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time;
(i) holders of Company Options entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement (and underlying Purchaser Shares) have not been registered under the U.S. Securities Act and will be issued and exchanged by Purchaser in reliance on the exemption provided under Section 3(a)(10) under the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options cannot be issued in the U.S. or to a person in the U.S. in reliance on the exemption under Section 3(a)(10) thereof and the Replacement Options may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws;
(j) each holder of Subject Securities will be advised that with respect to Arrangement Issued Securities issued to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, affiliates (as defined by Rule 144
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of the U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;

(k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and
(l) the Company shall request that the Final Order shall include a statement to substantially the following effect:

"This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933 , as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of the Purchaser pursuant to the Plan of Arrangement."

2.12 Adjustment of Consideration

Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Common Share, Company Debenture, Company Option and Company Warrant shall be appropriately adjusted to provide to Company Common Shareholders, Company Debentureholders, Company Optionholders and Company Warrantholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Common Share, Company Debenture, Company Option and Company Warrant.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

(a) Except as set forth in the correspondingly numbered paragraph of the Company Disclosure Letter, the Company represents and warrants to the Purchaser as set forth in Schedule C and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
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3.2 Representations and Warranties of the Purchaser

(a) The Purchaser represents and warrants to the Company as set forth in Schedule D and acknowledges and agrees that the Company is relying upon the representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the Company

(a) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser not to be unreasonably withheld; (ii) as required or permitted by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws, and the Company shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has material business relations.
(b) Without limiting the generality of Section 4.1(a), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser not to be unreasonably withheld; (ii) as required or permitted by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;
(ii) split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) or amend any term of any outstanding debt security;
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(iii) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock or the capital stock of its Subsidiaries;
(iv) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests, including the capital stock of its Subsidiaries, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or other rights that are linked to the price or the value of Company Common Shares except for (i) the issuance of up to 3,250,000 Common Shares issuable upon the exercise of the currently outstanding Company Options and (ii) the issuance of up to 1,004,706 Common Shares issuable in connection with the exercise of the Company Warrants;
(v) amend the terms of any of its securities;
(vi) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than (i) pursuant to a Contract in existence on the date hereof or (ii) pursuant to acquisitions in the Ordinary Course not in excess of $100,000 in purchase price;
(vii) sell, lease, transfer, license, mortgage, or otherwise dispose of any of its assets which in the aggregate exceed $100,000 except for assets which are obsolete and which individually or in the aggregate do not exceed $10,000;
(viii) enter into any joint venture or similar agreement, arrangement or relationship;
(ix) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $50,000;
(x) prepay any long-term indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
(xi) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than a wholly-owned Subsidiary of the Company;
(xii) reduce the stated capital of any of its securities;
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(xiii) reorganize, amalgamate or merge the Company or any Subsidiary or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of its Subsidiaries;
(xiv) grant any Lien (other than Permitted Liens) on any assets of the Company or its Subsidiaries;
(xv) (A) make or rescind any material Tax election, amend, in any manner adverse to the Company, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (B) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice;
(xvi) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(xvii) make any bonus or profit-sharing distribution or similar payment of any kind;
(xviii) make any change in the Company's methods of accounting, except as required by concurrent changes in GAAP or as required by a Governmental Entity;
(xix) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees;
(xx) except as required by Law: (i) increase any severance, change of control or termination pay (or improvements to notice or pay in lieu of notice) to (or amend any existing arrangement with) any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (ii) increase the benefits payable under any existing severance or termination pay policies with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (iii) increase the benefits payable under any employment agreements with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (iv) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (v) increase compensation, bonus levels or other benefits payable to any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (vi) adopt any new Employee Plan or any amendment or modification of an existing Employee Plan; (vii) increase or agree to increase, any funding obligation or accelerate, or agree to accelerate, the timing of any funding contribution under any Employee
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Plan; (vii) grant any equity, equity-based or similar awards; or (viii) reduce the Company's or its Subsidiaries work force except in the Ordinary Course;

(xxi) enter into any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect the Company or any of its affiliates from competing in any manner;
(xxii) enter into or amend any Contract with any broker, finder or investment banker;
(xxiii) cancel, waive, release, assign, settle or compromise any material claims or rights of the Company or its Subsidiaries;
(xxiv) compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of the Company in excess of an aggregate amount of $50,000;
(xxv) amend or modify, or terminate or waive any right under, any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;
(xxvi) knowingly take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations;
(xxvii) enter into, amend or modify any union recognition agreement or similar agreement with any trade union or representative body other than in the Ordinary Course and upon reasonable consultation with the Purchaser;
(xxviii)amend, modify or terminate any material insurance policy of the Company or any Subsidiary in effect on the date of this Agreement;
(xxix) abandon or fail to diligently pursue any application for any material licences, permits, Authorizations or registrations;
(xxx) grant or commit to grant an exclusive licence or otherwise transfer any Intellectual Property or exclusive rights in or in respect thereto that is material to the Company and its Subsidiaries taken as a whole, other than in the Ordinary Course or to wholly-owned Subsidiaries;
(xxxi) materially change its business or regulatory strategy;
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(xxxii) knowingly take any action or knowingly enter into any transaction (other than a transaction contemplated by this Agreement (including the PreAcquisition Reorganization) that could reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost " bump " pursuant to paragraphs 88(1)(c) and 88(1)(d) of the Tax Act in respect of the securities of any affiliates or Subsidiaries and other nondepreciable capital property owned by the Company or any of its Subsidiaries on the date hereof, upon an amalgamation or winding-up of the Company or any of its Subsidiaries (or any of their respective successors); or
(xxxiii) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

4.2 Conduct of Business of the Purchaser

The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and shall not, directly or indirectly:

(a) split, combine, reclassify or amend the terms of the Purchaser Shares;
(b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares;
(c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Purchaser Shares;
(d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans;
(e) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or
(f) authorize, agree, resolve or otherwise commit to do any of the foregoing.

4.3 Covenants Regarding the Arrangement.

(a) Subject to Section 4.4, each of the Company and the Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do
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or cause to be done all things required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including:

(i) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(ii) using commercially reasonable efforts to obtain, as soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under the Material Contracts in connection with the Arrangement or this Agreement, including the Asset Transfer Agreement, or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser;
(iii) using commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; and
(iv) not taking any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.
(b) The Purchaser shall obtain and maintain in force the Stock Exchange Approval and the Purchaser Shareholder Consent.
(c) The Company shall promptly notify the Purchaser of:
(i) any Company Material Adverse Effect;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(iii) any notice or other communication from any Person to the effect that such Person is terminating or otherwise materially adversely modifying its
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relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement;

(iv) any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or
(v) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries.
(d) The Company will, in all material respects, conduct itself so as to keep the Purchaser fully informed as to the material decisions required to be made or actions required to be taken with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of confidentiality obligations owed to a third party for which a waiver could not be obtained.
(e) The Purchaser shall promptly notify the Company in writing of:
(i) any Purchaser Material Adverse Effect;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(iii) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries; or
(iv) any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser).

4.4 Regulatory Approvals

(a) as soon as reasonably practicable after the date hereof, each Party, or where appropriate, both Parties jointly, shall make all notifications, filings, applications and submissions with Governmental Entities required or advisable, and shall use commercially reasonable efforts to obtain and maintain, the Stock Exchange Approval and such other Regulatory Approvals reasonably deemed by any of the Parties to be necessary to discharge their respective obligations under this Agreement or otherwise advisable under Laws in connection with the Arrangement and this Agreement. It being acknowledged and agreed that the Purchaser shall pay all filing fees in respect of the Stock Exchange Approval.
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(b) The Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals required or desirable in connection herewith including by providing or submitting on a timely basis all documentation and information that is required, or in the opinion of the Purchaser, advisable, in connection with obtaining the Regulatory Approvals and using their commercially reasonable efforts to ensure that such information does not contain a Misrepresentation.
(c) The Parties shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients.
(d) Each Party shall promptly notify the other Party if it becomes aware that any (i) application, filing, document or other submission for a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Company shall, in consultation with and subject to the prior approval of the Purchaser, co-operate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement.
(e) The Parties shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis and, to the extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of the Regulatory Approvals.
(f) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law, the Parties shall use their commercially reasonable efforts consistent with the terms of this Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date.
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4.5 Access to Information; Confidentiality

(a) The Company shall give the Purchaser and its Representatives (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries' (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and leases, and (iv) senior personnel, so long as the access does not unduly interfere with the Ordinary Course conduct of the business of the Company; and (b) such financial and operating data or other information with respect to the assets or business of the Company as the Purchaser from time to time reasonably requests. The Company shall continue to afford the Purchaser and its Representatives access to the Company Data Room. Without limiting the foregoing, and subject to the terms of any existing Contracts, the Company shall, upon the Purchaser's request, facilitate discussions between the Purchaser and any third party from whom consent may be required.
(b) Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement.

4.6 Pre-Acquisition Reorganization

(a) The Company agrees that, upon request of the Purchaser and at the Purchaser's expense, the Company shall (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a " PreAcquisition Reorganization "), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.
(b) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions designed to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information.
(c) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.6(a) unless such Pre-Acquisition Reorganization:
(i) can be implemented immediately prior to the Effective Date;
(ii) is not prejudicial to the Company or the Company Common Shareholders, as a whole, in any material respect;
(iii) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries;
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(iv) does not result in (i) any material breach by the Company of any existing contract or commitment of the Company; or (ii) a breach of any Law;
(v) does not require the approval of the Company Common Shareholders;
(vi) would not reasonably be expected to impede or delay the completion of the Arrangement in any material respect; and
(vii) would not result in any Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of the Company incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization.
(d) The Purchaser must provide written notice to the Company of any proposed PreAcquisition Reorganization at least 10 Business Days prior to the Effective Date. Upon receipt of such notice, if the conditions in Section 4.6(b) are satisfied the Company and the Purchaser shall work cooperatively and use commercial 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 as of the last moment of the Business Day ending immediately prior to the Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied and that it is prepared to promptly without condition proceed to effect the Arrangement).
(e) The Purchaser agrees that it will be responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied.
(f) The Purchaser shall indemnify the Company, its Subsidiaries and their respective officers, directors and employees (to the extent that such persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred in connection with or as a result of any proposed Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.
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4.7 Public Communications

(a) The Company and the Purchaser shall agree on the text of joint press releases by which the Company and the Purchaser will announce (i) the execution of this Agreement and (ii) the completion of the Arrangement. The Parties shall co-operate in the preparation of presentations, if any, to Company Common Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.
(b) Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement, together with a material change report related thereto, under such Party's profile on SEDAR.

4.8 Notice and Cure Provisions

(a) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or
(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.
(b) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.
(c) The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iv)(A) or 7.2(a)(iv)(D) and the Company may not elect
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to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(A) or 7.2(a)(iii)(B), unless the Party seeking to terminate the Agreement (the " Terminating Party ") has delivered a written notice (" Termination Notice ") to the other Party (the " Breaching Party ") specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any intentional breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) if such matter has not been cured by the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties agree otherwise, the Company shall postpone or adjourn the Company Meeting to the earlier of (a) 10 Business Days prior to the Outside Date, and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

4.9 Board of Directors

Contemporaneously with the Effective Time, the Parties agree that the board of directors of the Company shall consist of three directors, two of which shall be designated by the Purchaser and one of which shall be designated by the Company and approved by the Purchaser, acting reasonably.

Contemporaneously with the Effective Time, the Purchaser shall have appointed two individuals nominated by the Company to the board of directors of the Purchaser, including Paul Lebreux.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

(a) Except as expressly provided in this Article 5, the Company and its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other adviser) or agent of the Company or of any of its Subsidiaries (collectively " Representatives "), or otherwise, and shall not permit any such Person to:
(i) solicit, assist, initiate, encourage or otherwise facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
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(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; or
(iii) make a Change in Recommendation.
(b) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith the Company shall:
(i) discontinue access to and disclosure of all information, including the Company Data Room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary; and
(ii) within two Business Days of the date hereof, to the extent it is permitted to do so, request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any such Person other than the Purchaser; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.
(c) The Company represents and warrants that the Company has not waived any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party relating to an Acquisition Proposal, and covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party, and (ii) neither the Company, nor any Subsidiary nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser's sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person's obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party, it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement or restriction as a result of entering into an announcement of this Agreement by the Company pursuant to the express terms of any such agreement or restriction, shall not be a violation of this Section 5.1.
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5.2 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by the Company.

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

(a) Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Company Common Shareholders at the Company Meeting in accordance with the Interim Order.
(b) Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.
(c) Stock Exchange Approval. The Stock Exchange Approval has been made, given or obtained on terms acceptable to the Purchaser and the Company, each acting reasonably, and the Stock Exchange Approval is in force and has not been modified or rescinded.
(d) Purchaser Shareholder Consent. The Purchaser Shareholder Consent has been obtained and is in force and has not been materially modified or rescinded.
(e) GCN Consent. The Company shall have secured any approvals required from GCN, Inc. pursuant to the Asset Transfer Agreement.
(f) Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Representations and Warranties . The representations and warranties of the Company set forth in Section (b) Organization and Qualification , Section (c)
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Authority Relative to this Agreement, Section (f) Capitalization, Section (w) Authorizations, and Section (dd) Brokers of Schedule C were true and correct as of the date of this Agreement and are true and correct as of the Effective Time other than for de minimis inaccuracies, and all other representations and warranties of the Company set forth in this Agreement were true and correct as of the date of this Agreement and are true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect (disregarding any materiality or " Company Material Adverse Effect " qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Company Material Adverse Effect), in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
(b) Performance of Covenants . The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to the Purchaser, executed by two (2) senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.
(c) No Legal Action . There is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person other than the Purchaser or its Subsidiary) pending or threatened in any jurisdiction to:
(i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser's ability to acquire, hold, or exercise full rights of ownership over, any Common Shares, including the right to vote the Common Shares;
(ii) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser or its Subsidiaries of a material portion of the business or assets of the Purchaser and its Subsidiaries, the Company or any of its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser and its Subsidiaries, the Company or any of its Subsidiaries as a result of the Arrangement or the transactions contemplated by this Agreement; or
(iii) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have a Company Material Adverse Effect or a material and adverse effect on the Purchaser.
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(d) Approvals . All Regulatory Approvals and all other third party consents, waivers, permits, orders and approvals that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the failure of which to obtain individually or in the aggregate, would be reasonably expected to have a Company Material Adverse Effect or would be reasonably expected to be material and adverse to the Purchaser, shall have been obtained or received on terms that are acceptable to the Purchaser, acting reasonably.
(e) Dissent Rights . Dissent Rights have not been exercised with respect to more than 5.0% of the issued and outstanding Common Shares.
(f) Company Material Adverse Effect . Since the date of this Agreement, there shall have not occurred and be continuing a Company Material Adverse Effect.
(g) Asset Transfer Agreement Assumption . The Company's obligations related to share earn out entitlements in year 1, as set out in the Asset Transfer Agreement, shall be accounted for in the Additional Consideration.
(h) Special Advisor . Mr. David Fawcett shall have agreed to remain as a special advisor to the Company and/or the Purchaser for a period of 12 months following the Effective Date.
(i) Effective Date . The Effective Date shall be a date on or after March 1, 2021.
(j) Company Financial Statements . The Company Financial Statements, in form and content satisfactory to the Purchaser in its sole discretion, acting reasonably, shall have been delivered to the Purchaser.

6.3 Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(a) Representations and Warranties . The representations and warranties of the Purchaser were true and correct as of the date of this Agreement and are true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect (disregarding any materiality or " Purchaser Material Adverse Effect " qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Purchaser Material Adverse Effect), in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Company has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each
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case without personal liability) addressed to the Company and dated the Effective Date.

(b) Performance of Covenants . The Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.
(c) Purchaser Material Adverse Effect . Since the date of this Agreement, there shall have not occurred and be continuing a Purchaser Material Adverse Effect.

6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director.

ARTICLE 7 TERM AND TERMINATION

7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms.

7.2 Termination

(a) This Agreement may be terminated prior to the Effective Time by:
(i) the mutual written agreement of the Parties; or
(ii) either the Company or the Purchaser:
- (A) if the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(A) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
- (B) if, after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and
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non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(a)(ii)(B) 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; or

(C) if the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(a)(ii)(C) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or
(iii) the Company if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in Section 6.3(a) Purchaser Reps and Warranties Condition or Section 6.3(b) Purchaser Covenants Condition not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of Section 4.8(c); provided that the Company is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(a) Company Reps and Warranties Condition or Section 6.2(b) Company Covenants Condition not to be satisfied; or
(B) since the date of this Agreement, there has occurred and is continuing a Purchaser Material Adverse Effect;
(iv) the Purchaser if:
(A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(a) Company Reps and Warranties Condition or Section 6.2(b) Company Covenants Condition not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.8(c); provided that the Purchaser is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(b) Purchaser Reps and Warranties Condition or Section 6.3(b) Purchaser Covenants Condition not to be satisfied;
(B) the Board (A) fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an
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intention to withdraw, amend, modify or qualify, the Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend or takes no position or a neutral position, in each case with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner), (C) accepts, approves, endorses, recommends or executes or enters into or publicly proposes to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (D) fails to publicly reaffirm the Board Recommendation (without qualification) within five Business Days after having been requested in writing by the Purchaser to do so (collectively, a " Change in Recommendation "), or (E) the Company breaches Article 5 in any material respect;

(C) any event occurs as a result of which the condition set forth in Section 6.2(e) Dissent Rights Condition is not capable of being satisfied by the Outside Date; or
(D) since the date of this Agreement, there has occurred and is continuing a Company Material Adverse Effect.
(b) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)(i)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.14 shall survive, and provided further that no Party shall be relieved of any liability for any wilful and material breach by it of this Agreement.

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended, subject to the Plan of Arrangement, the Interim Order and the Final Order, by mutual written agreement of the Parties, and any such amendment may, without limitation:

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(i) change the time for performance of any of the obligations or acts of the Parties;
(ii) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(iii) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(iv) modify any mutual conditions contained in this Agreement.

8.2 Expenses

(a) Except as expressly otherwise provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.
(b) The Company confirms that no broker, finder or investment banker is or will be entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement

8.3 Notices.

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing (sent by personal delivery, courier, facsimile, or electronic mail) and addressed:

(a) to the Purchaser at:

GameSquare Esports Inc. Suite 900 - 65 Queen Street West Toronto, Ontario M5H 2M5

Attention: Kevin Wright, Chief Executive Officer Telephone: 416-861-2267 Facsimile: 416 861-8165 Email: [email protected]

(b) to the Company at:

Reciprocity Corp. 2 Toronto St, 4th Floor Toronto, Ontario M5C 2B6

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Attention: David Fawcett Telephone: (416) 703-4441 Email: [email protected]

with a copy to:

Fogler, Rubinoff LLP Lawyers 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, Ontario M5K 1G8 Attention: Rick Moscone Telephone: 416 941-8858 Facsimile: 416 941-8852 Email: [email protected]

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, same day courier or facsimile or email, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day or (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.4 Time of the Essence.

Time is of the essence in this Agreement.

8.5 Injunctive Relief.

The Parties agree 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 in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to specific performance injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

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8.6 Third Party Beneficiaries.

The Company and the Purchaser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

8.7 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.8 Entire Agreement.

This Agreement, including the Schedules hereto and the Company Disclosure Letter constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.9 Successors and Assigns.

(a) This Agreement becomes effective only when executed by the Company and the Purchaser. After that time, it will be binding upon and enure to the benefit of the Company, the Purchaser and their respective successors and permitted assigns.
(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

8.10 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall 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 hereby are fulfilled to the fullest extent possible.

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8.11 Governing Law.

(a) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to conflict of law principles).
(b) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

8.12 Rules of Construction.

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

8.13 No Liability.

No director or officer of the Purchaser or any of its affiliates shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser. No director or officer of the Company or any of its Subsidiaries shall have any personal liability in such person's capacity as a director or officer whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

8.14 Language.

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

8.15 Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

GAMESQUARE ESPORTS INC.

“Kevin Wright”

Per: Name: Kevin Wright Title: Chief Executive Officer I have authority to bind the Corporation

RECIPROCITY CORP.

“David Fawcett”

Per:

Name: David Fawcett Title: Chief Executive Officer I have authority to bind the Corporation

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SCHEDULE "A" PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

" Additional Consideration " means the additional consideration to be received by Company Debentureholders and the non-dissenting Company Common Shareholders pursuant to the Plan of Arrangement in respect of each Purchaser Share that is issued pursuant to the Consideration, consisting of:

(a) 5,255,000 Purchaser Shares issued pro rata to Company Debentureholders and the non-dissenting Company Common Shareholders if the business of the Company earns a minimum of US$5 million in revenue and a minimum of US$1 million in EBITDA during the 12 months immediately following the Effective Date (the " First Triggering Event "); and
(b) 9,000,000 Purchaser Shares issued pro rata to Company Debentureholders and the non-dissenting Company Common Shareholders if the business of the Company earns a minimum of US$7 million in revenue and a minimum of US$1.4 million in EBITDA during the 12 months immediately following the Effective Date (the " Second Triggering Event ").

" Arrangement " means an arrangement under Section 182(1) the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

" Arrangement Agreement " means the arrangement agreement dated as of December [*], 2020 between the Purchaser and the Company, as same may be amended, supplemented or restated in accordance therewith, prior to the Effective Time, providing for, among other things, the Arrangement.

" Arrangement Resolution " means the special resolution approving this Plan of Arrangement presented to the Company Common Shareholders and Company Debentureholders at the Company Meeting.

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" Articles of Arrangement " means the articles of arrangement of the Company in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

" Business Day " means a day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Toronto, Ontario.

" Certificate of Arrangement " means the certificate of arrangement issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

" Common Shares " means the common shares in the capital of the Company.

" Company " means Reciprocity Corp.

" Company Circular " means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Common Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

" Company Common Shareholders " means the registered or beneficial holders of the Common Shares, as the context requires.

" Company Debentureholders " means the registered or beneficial holders of Company Debentures.

" Company Debentures " means the Series A Convertible Debentures of the Company.

" Company Meeting " means the special meeting of Company Common Shareholders and Company Debentureholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

" Company $0.35 Options " means the outstanding options to purchase Common Shares at $0.35 per share issued pursuant to the Company's stock option plan, and which are outstanding as of the Effective Time.

" Company $0.50 Options " means the outstanding options to purchase Common Shares at $0.50 per share issued pursuant to the Company's stock option plan, and which are outstanding as of the Effective Time.

" Company Optionholders " means the holders of Company Options.

" Company Options " means, collectively, the Company $0.35 Options and the Company $0.50 Options.

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" Company Securityholders " means, collectively, the Company Common Shareholders, the Company Optionholders, the Company Warrantholders and the Company Debentureholders.

" Company $0.10 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $0.10 per share, and which are outstanding as of the Effective Time.

" Company $0.35 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $0.35 per share, and which are outstanding as of the Effective Time.

" Company $0.40 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $0.40 per share, and which are outstanding as of the Effective Time.

" Company $1.00 Warrants " means the warrants of the Company entitling the holders to purchase Common Shares at $1.00 per share, and which are outstanding as of the Effective Time.

" Company Warrantholders " means the registered or beneficial holders of Company Warrants.

" Company Warrants " means, collectively, the Company $0.10 Warrants, Company $0.35 Warrants, Company $0.40 Warrants and Company $1.00 Warrants.

" Consideration " means the consideration, excluding the Additional Consideration, to be received by Company Optionholders, Company Warrantholders, Company Debentureholders and nondissenting Company Common Shareholders pursuant to the Plan of Arrangement in respect of each Company Option, Company Warrant, Common Share and Company Debenture that is issued and outstanding immediately prior to the Effective Time, not to exceed 43,750,000 Purchaser Shares and 3,000,000 Replacement Options in the aggregate, consisting of:

(a) one (1) Replacement Option for each Company $0.35 Option;
(b) 0.06 Purchaser Share for each Company $0.50 Option;
(c) 0.896 Purchaser Share for each Company $0.10 Warrant;
(d) 0.149 Purchaser Share for each Company $0.35 Warrant;
(e) 0.149 Purchaser Share for each Company $0.40 Warrant;
(f) 0.03 Purchaser Share for each Company $1.00 Warrant;
(g) 1.194 Purchaser Shares for each Common Share; and
(h) 3.99 Purchaser Shares for each US$1 principal amount of Company Debentures

" Court " means the Ontario Superior Court of Justice (Commercial List).

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" Director " means the Director appointed pursuant to Section 278 of the OBCA.

" Dissent Rights " has the meaning specified in Section 3.1.

" Dissenting Holder " means a registered holder of Common Shares who has properly exercised its Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Right and who is ultimately determined to be entitled to be paid the fair value of its Common Shares.

" Effective Date " means the date shown on the Certificate of Arrangement, giving effect to the Arrangement.

" Effective Time " means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

" Eligible Holder " means a beneficial holder of Common Shares or Company Debentures that is: (i) a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (ii) a partnership, any member of which is a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act.

" Governmental Entity " means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision, agent or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

" Interim Order " means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

" Lien " means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment,

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lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other thirdparty interest or encumbrance of any kind, in each case, whether contingent or absolute.

" OBCA " means the Business Corporations Act (Ontario).

" Parties " means the Company and the Purchaser and " Party " means any one of them.

" Plan of Arrangement " means this plan of arrangement proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with Section 8.1 of the Arrangement Agreement or Section 5.1 of this plan of arrangement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably.

" Purchaser " means GameSquare Esports Inc.

" Purchaser Shares " means the common shares in the capital of the Purchaser.

" Stock Option Plan " means the Company's incentive stock option plan, adopted as of November 2018, as amended.

" Tax Act " means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

1.2 Certain Rules of Interpretation.

In this Agreement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(b) Currency . Unless otherwise indicated, all references to dollars or to $ are references to Canadian dollars.
(c) Gender and Number . Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases, etc. Wherever the word " including ," " includes " or " include " is used in this Plan of Arrangement, it shall be deemed to be followed by the words " without limitation ." the word " or " shall be disjunctive but not exclusive. The

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phrase " the aggregate of ," " the total of ," " the sum of " or a phrase of similar meaning means " the aggregate (or total or sum), without duplication, of ." References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity.

(e) Statutes . Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(f) Computation of Time . A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(g) Time References . References to time are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective at, and be binding at and after, the times referred to in Section 2.3 on: (i) the Company, (ii) the Purchaser, (iii) all registered and beneficial Company Common Shareholders and Company Debentureholders (including Dissenting Shareholders), and (iv) all holders of Company Options and the Company Warrants or participants in the Stock Option Plan, in each case without any further act or formality required on the part of any Person.

2.3 Arrangement

Commencing at the Effective Time, the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at two minute intervals starting at the Effective Time:

(a) each of the Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and:

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(i) such Dissenting Holder shall cease to be the holder of such Common Shares and to have any rights as a Company Common Shareholder than the right to be paid fair value for such Common Shares as set out in Section 3.1;
(ii) such Dissenting Holder's name shall be removed as the holder of such Common Shares from the register of Common Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the transferee of such Common Shares free and clear of all Liens (other than the right to be paid fair value for such Common Shares as set out in Section 3.1), and shall be entered in the register of Common Shares maintained by or on behalf of the Company; and
(b) each Common Share, Company Debenture, Company Warrant and Company $0.50 Option outstanding immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised under Section 2.3(a)) shall, without any further action by or on behalf of any Company Common Shareholder, Company Debentureholders, Company Warrantholder or holder of Company $0.50 Options be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration and, if applicable, the Additional Consideration, and
(i) each holder of such Common Shares, Company Debentures, Company Warrants and Company $0.50 Options shall cease to be the holder thereof and to have any rights as a Company Common Shareholder, Company Debentureholder, Company Warrantholder or holder of Company $0.50 Options other than the right to be paid the Consideration and Additional Consideration per Common Share, Company Debenture, Company Warrant or Company $0.50 Option, as applicable, in accordance with this Plan of Arrangement;
(ii) the name of each such holder shall be removed from the register of the Common Shares, Company Debentures, Company Warrants and Company $0.50 Options, as applicable, maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the transferee of such Common Shares, Company Debentures, Company Warrants and Company $0.50 Options free and clear of all Liens and shall be entered in the register of the Common Shares, Company Debentures, Company Warrants and Company $0.50 Options maintained by or on behalf of the Company.
(c) each Company $0.35 Option outstanding at the Effective Time (whether vested or unvested) will be exchanged for a Replacement Option to acquire such number of Purchaser Shares as is equal to that number of Common Shares that were issuable

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upon exercise of such Company $0.35 Option immediately prior to the Effective Time.

2.4 Tax Elections

An Eligible Holder who receives Purchaser Shares under the Arrangement shall be entitled to make an income tax election pursuant to subsection 85(1) of the Tax Act, or subsection 85(2) of the Tax Act if such beneficial owner is a partnership, (and in each case, where applicable, the analogous provisions of provincial income tax law) with respect to the transfer of its Common Shares, Company Debentures, Company Warrants and Company $0.50 Options, as applicable, to the Purchaser and receipt of the Purchaser Shares by providing two signed copies of the necessary prescribed election form(s) to the Purchaser within 90 days following the Effective Date, duly completed with the details of the number of Common Shares, Company Debentures, Company Warrants and Company $0.50 Options transferred and the applicable agreed amounts for the purposes of such elections. Thereafter, subject to the election forms being correct and complete and complying with the provisions of the Tax Act (and applicable provincial income tax law), the forms will be signed by the Purchaser and returned to such Eligible Holder within 90 days after the receipt thereof by the Purchaser for filing with the Canada Revenue Agency (or the applicable provincial taxing authority) by such Eligible Holder. The Purchaser will not be responsible for the proper completion of any election form and, except for the Purchaser's obligation to return (within 90 days after the receipt thereof by the Purchaser) duly completed election forms which are received by the Purchaser within 90 days of the Effective Date, the Purchaser will not be responsible for any taxes, interest or penalties resulting from the failure by an Eligible Holder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, the Purchaser may choose to sign and return an election form received by the Purchaser more than 90 days following the Effective Date, but the Purchaser will have no obligation to do so.

2.5 No Fractional Purchaser Shares

In no event shall any fractional Purchaser Shares be issued under this Plan of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Company Common Shareholder, Company Debentureholder, Company Warrantholder and holder of Company $0.50 Options as consideration under this Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, then the number of Purchaser Shares to be issued to such Company Common Shareholder, Company Debentureholder, Company Warrantholder or holder of Company $0.50 Options shall be rounded down to the closest whole number.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Each registered holder of Common Shares may exercise dissent rights with respect to any Common Shares held by such holder (" Dissent Rights ") in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.1, provided that, notwithstanding subsection 185(6) of the OBCA, the written objection

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to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Holder that duly exercises such holder's Dissent Rights shall be deemed to have transferred the Common Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Common Shares as set out in this Section 3.1), as provided in Section 2.3(a) and if they:

(a) ultimately are entitled to be paid fair value for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such Common Shares by the Purchaser, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the Business Day before the Arrangement 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 holder not exercised their Dissent Rights in respect of such Common Shares; or
(b) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a Company Common Shareholder that is not a Dissenting Holder and shall be entitled to receive only the Consideration and Additional Consideration, if applicable, contemplated by Section 2.3(b) hereof that such Dissenting Holder would have received pursuant to the Arrangement if such Dissenting Holder had not exercised its Dissent Rights.

3.2 Recognition of Dissenting Holders

(a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the registers of holders of Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs. In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Debentureholders, (ii) Company Optionholders; (iii) Company Warrantholders; and (iv) Company Common Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares).

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ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Payment and Delivery of Consideration

(a) The Purchaser will, following receipt of the Final Order and prior to the sending by the Company of the Articles of Arrangement to the Director, deliver or cause to be delivered to the Purchaser's transfer agent one or more treasury directions addressed to Purchaser's transfer agent as may be necessary to satisfy the aggregate Consideration to be paid to Company Common Shareholders (other than dissenting Company Common Shareholders), Company Debentureholders, Company Warrantholders and holders of Company $0.50 Options under the Arrangement.
(a) Immediately following the sending by the Company of the Articles of Arrangement to the Director, the Purchaser's transfer agent shall deliver to the Company Common Shareholders, Company Debentureholders, Company Warrantholders and holders of Company $0.50 Options, as applicable, DRS Statements representing the portion of the Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names in accordance with the instructions of the applicable Company Common Shareholder, Company Debentureholder, Company Warrantholders and holders of Company $0.50 Options, and any certificate representing Common Shares, Company Debentures, Company Warrants and Company $0.50 Options shall be deemed to be automatically cancelled.
(b) Forthwith following the date on which the First Triggering Event occurs, the Purchaser shall deliver to the Company Common Shareholders (other than dissenting Company Common Shareholders) and Company Debentureholders, DRS Statements representing the portion of the Additional Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names in accordance with the instructions of the applicable Company Common Shareholder and Company Debentureholder.
(c) Forthwith following the date on which the Second Triggering Event occurs, the Purchaser shall deliver to the Company Common Shareholders (other than dissenting Company Common Shareholders) and Company Debentureholders, DRS Statements representing the portion of the Additional Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names in accordance with the instructions of the applicable Company Common Shareholder and Company Debentureholder.
(d) Each certificate that immediately prior to the Effective Time represented Common Shares (other than Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), Company Debentures, Company Warrants and Company $0.50 Options shall be deemed after the Effective Time to represent only the right to receive the Consideration and Additional Consideration, if applicable, less any amounts withheld pursuant to Section 4.2.

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4.2 Withholding Rights

The Purchaser or the Company shall be entitled to deduct and withhold from any amount payable to any Person under the Plan of Arrangement such amounts as the Purchaser or the Company determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority.

4.3 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

(a) The Company and the Purchaser may amend, modify and/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 and/or supplement must (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to holders of Common Shares, Company Debentures, Company Warrants and Company Options, in each case if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser or the Company (subject to the Arrangement Agreement), as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under 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 Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Common Shareholders, Company Debentures, Company Warrants and Company Options voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it

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concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Common Shareholder, Company Debentureholder, Company Warrantholder or Company Optionholder.

ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to document or evidence any of the transactions or events set out in this Plan of Arrangement.

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SCHEDULE "B" ARRANGEMENT RESOLUTION

B E I T R E S O L V E D T H A T :

The arrangement (the " Arrangement ") under Section 182 of the Business Corporations Act (Ontario) (the " OBCA ") of Reciprocity Corp. (the " Company "), as more particularly described and set forth in the management proxy circular (the " Circular ") dated December [], 2020 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (as it may be amended, the " Arrangement Agreement ") made as of December [], 2020 between the Company and GameSquare Esports Inc. is hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the " Plan of Arrangement ")), the full text of which is set out in Appendix [*] to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be

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performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(a) Directors' Approvals. As of the date hereof the Board has unanimously (i) determined that the Arrangement is in the best interests of the Company and is fair to the Company Common Shareholders and Company Debentureholders, (ii) resolved to recommend to the Company Common Shareholders and Company Debentureholders that they vote in favour of the Arrangement Resolution and (iii) approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement;

(b) Organization and Qualification. The Company is a corporation duly incorporated and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate power and authority to own its property and assets as now owned and to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary.

(c) Authority Relative to this Agreement. The Company has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Company as contemplated by this Agreement, and to perform its obligations hereunder and under such agreements and instruments. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations under this Agreement have been duly authorized by the Board and, except for obtaining the Required Approval, the Interim Order and the Final Order in the manner contemplated herein, and filing the Articles of Arrangement with the Director, no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement, other than, with respect to the Company Circular and other matters relating thereto, the approval of the Board. This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other 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.

(d) No Violation. Neither the authorization, execution and delivery of this Agreement by the Company nor the completion of the transactions contemplated by this Agreement or the Arrangement, nor the performance of its obligations hereunder or thereunder, nor compliance by the Company with any of the provisions hereof or thereof will result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:

(i) its articles or by-laws;
(ii) any Authorization or Contract to which the Company is a party or to which it or any of its properties or assets are bound; or

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(iii) any Laws (assuming compliance with the matters referred to in paragraph (e) below), regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or any of their respective properties or assets;

except in the case of (ii) and (iii) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which would not individually or in the aggregate be material and adverse to the Company and its Subsidiaries on a consolidated basis.

(e) Governmental Approvals. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Arrangement requires no consent, waiver or approval or any action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) sending the Articles of Arrangement to the Director; (iv) compliance with any applicable Securities Laws and stock exchange rules and regulations; (v) receipt of the Stock Exchange Approval; and (vi) any actions, filings or notifications the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) Capitalization.

(i) The authorized share capital of the Company consists of an unlimited number of Common Shares. As of the date hereof, there were issued and outstanding 30,215,045 Common Shares.
(ii) As of the date hereof, there were Company Debentures outstanding with an aggregate principal amount equal to US$1,728,697.
(iii) As of the date hereof, an aggregate of up to 3,250,000 and 1,004,706 Common Shares are issuable upon the exercise of Company Options and Company Warrants, respectively, the exercise prices, expiration dates and other material terms of which (including any vesting schedules) are set forth in section (f) of the Company Disclosure Letter. The Company has included in the Company Data Room a true and complete copy of the stock option plan governing the Company Options and true and complete copies of all of the Company Warrants and Company Debentures.
(iv) Except as disclosed in this paragraph (f) and pursuant to the Asset Transfer Agreement as described in section (f) of the Company Disclosure Letter, there are no securities, options, warrants, stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever to which the Company or any of its Subsidiaries is a party or by which any of the Company or its Subsidiaries may be bound, obligating or which may obligate the Company or any of its Subsidiaries to issue, grant, deliver, extend, or enter into any such security, option, warrant, stock appreciation right, restricted stock unit, conversion privilege or other right, agreement, arrangement or commitment.

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(v) All outstanding Common Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Common Shares issuable upon the exercise of Company Options and Company Warrants in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of the Company (including the Common Shares, Company Debentures, Company Warrants and the Company Options) have been issued in compliance with all applicable Laws and Securities Laws.
(vi) Except for the Company Debentures, there are no securities of the Company or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the holders of the outstanding Common Shares on any matter. There are no outstanding contractual or other obligations of the Company or any subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of any of its subsidiaries. Except for the Company Debentures, there are no outstanding bonds, debentures or other evidences of indebtedness of the Company or any of its subsidiaries having the right to vote with the holders of the outstanding Common Shares on any matters.

(g) Ownership of Subsidiaries. Section (g) of the Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Company, each of which is wholly-owned except as disclosed in section (g) of the Company Disclosure Letter. All of the issued and outstanding shares and other ownership interests in the Subsidiaries of the Company are duly authorized, validly issued, fully paid and, where the concept exists, nonassessable, and all such shares and other ownership interests held directly or indirectly by the Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares or other ownership interests of any of the subsidiaries of the Company, except as disclosed in section (g) of the Company Disclosure Letter. Other than as disclosed in section (g) of the Company Disclosure Letter, there are no Contracts, commitments, understandings or restrictions which require any Subsidiaries of the Company to issue, sell or deliver any shares or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares or other ownership interests. Except for ownership of equity interests in the Subsidiaries listed on section (g) of the Company Disclosure Letter, the Company, directly or indirectly through any of its Subsidiaries or otherwise, does not own any equity interest of any kind in any other Person.

(h) Financial Statements. The management prepared financial statements of the Company as at and for the periods from June 1, 2019 to May 31, 2020 (annual) and June 1, 2020 to November 30, 2020 (interim) (including the notes thereto) (the " Company Financial Statements ") will be prepared in accordance with GAAP consistently applied (except (a) as otherwise indicated in such financial statements and the notes thereto or are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws) and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of the Company for the dates and periods indicated therein (subject to normal period-end adjustments) and reflect reserves

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required by GAAP in respect of all material contingent liabilities, if any, of the Company on a consolidated basis. There has been no material change in the Company's accounting policies, except as described in the Company Financial Statements, since November 30, 2020.

(i) Financial Reporting. To the knowledge of the Company, there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role over financial reporting of the Company. Since November 30, 2020, the Company has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of the Company regarding questionable accounting or auditing matters.

(j) Books and Records; Disclosure. The financial books, records and accounts of the Company and its Subsidiaries: (i) have been maintained in accordance with applicable Laws and GAAP on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions, acquisitions and dispositions of the assets of the Company and its Subsidiaries; and (iii) accurately and fairly reflect the basis for the Company Financial Statements.

(k) Minute Books. The corporate minute books of the Company and its Subsidiaries contain minutes of all meetings and resolutions of its boards of directors and committees of its board of directors, other than those portions of minutes of meetings reflecting discussions of the Arrangement, and shareholders, held according to applicable Laws and are complete and accurate in all material respects.

(l) No Undisclosed Liabilities. The Company and its Subsidiaries have no material outstanding indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements and section (l) of the Company Disclosure Letter, which relate to the proposed Arrangement or incurred in the Ordinary Course and which are not material since the date of the most recent Company Financial Statements.

(m) No Material Change. Since November 30, 2020:
(i) the Company and its Subsidiaries has conducted its business only in the Ordinary Course, excluding matters relating to the proposed Arrangement;
(ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Company Material Adverse Effect;
(iii) there has not been any acquisition or sale by the Company or its Subsidiaries of any material property or assets;
(iv) there has not been any incurrence, assumption or guarantee by the Company or its Subsidiaries of any material debt for borrowed money, any creation or assumption by the Company or its Subsidiaries of any Lien or any making by the Company or its Subsidiaries of any material loan, advance or capital contribution to or

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investment in any other Person, except as disclosed in the Company Financial Statements;

(v) there has been no dividend or distribution of any kind declared, paid or made by the Company on any Common Shares;
(vi) the Company has not affected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Common Shares;
(vii) there has not been any material increase in or modification of the compensation payable to or to become payable by the Company or its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans of the Company (including the granting of Company Options) made to, for or with any of such directors, officers, employees or consultants; and
(viii) the Company has not removed any auditor or director or terminated any senior officer.

(n) Litigation. There is no claim, action, suit, grievance, complaint, proceeding, arbitration, charge, audit, indictment or investigation that is pending or has been commenced or, to the knowledge of the Company, is threatened affecting the Company or its Subsidiaries or affecting any of their property or assets (whether owned or leased) at law or in equity, which, individually or in the aggregate, if determined adversely to the Company or its Subsidiaries, has or could reasonably be expected to result in liability to the Company or its Subsidiaries in excess of $100,000. Neither the Company, its Subsidiaries nor any their respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree material to the Company and its Subsidiaries on a consolidated basis.

(o) Taxes.

(i) The Company and each of its Subsidiaries has duly and timely filed all material Tax Returns required to be filed prior to the date hereof with the appropriate Governmental Entities and all such Tax Returns are true and correct in all material respects.
(ii) The Company and each of its Subsidiaries has duly and timely paid all material Taxes, including all instalments on account of Taxes for the current year that are due and payable by it whether or not assessed by the appropriate Governmental Entity.
(iii) The Company and each of its Subsidiaries has duly and timely collected all material amount of all Taxes required to be collected and has duly and timely paid and remitted the same to the appropriate Governmental Entity.
(iv) There are no material proceedings, investigations, audits or claims now pending against the Company or its Subsidiaries in respect of any Taxes and no

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Governmental Entity has asserted in writing, or to the knowledge of the Company, has threatened to assert against the Company or its Subsidiaries any deficiency or claim for Taxes or interest thereon or penalties in connection therewith.

(v) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Company or any of its Subsidiaries.
(vi) To the knowledge of the Company, there are no material Liens for Taxes upon any property or assets of the Company and its Subsidiaries (whether owned or leased), except Liens for current Taxes not yet due.
(vii) The Company or its Subsidiaries are not a party to any agreement, understanding, or arrangement relating to allocating or sharing any material amount of Taxes.
(viii) The Company and each of its Subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any employees and any non-resident Person, the amount of all material Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity.
(ix) The Company is a " taxable Canadian corporation " for the purposes of the Tax Act.

(p) Data Privacy and Security. Neither the Company nor any of its Subsidiaries have been notified in writing of and, to the knowledge of the Company, is not the subject of any complaint, regulatory investigation or proceeding related to data security or privacy.

(q) Property.
(i) The Company and its Subsidiaries do not own any real property.
(ii) Each property currently leased or subleased by the Company or its Subsidiaries from a third party (collectively, the " Company Leased Properties ") is listed in section (q)(ii) of the Company Disclosure Letter, identifying the documents under which such leasehold interests are held (collectively, the " Company Lease Documents "). The Company or its Subsidiaries, as applicable, holds good and valid leasehold interests in the Company Leased Properties, free and clear of all Liens other than Permitted Liens. Each of the Company Lease Documents is valid, binding and in full force and effect as against the Company and its Subsidiaries, as applicable, and to the knowledge of the Company, as against the other parties thereto. To the knowledge of the Company, neither the Company, its Subsidiaries nor any of the other parties to the Company Lease Documents, is in material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Company Lease Documents which breach, violation or default has

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not been cured, and the Company and its Subsidiaries has not received or given any notice of default under any such agreement which remains uncured.

(iii) The Company and each of its Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective other material assets and property not listed above in paragraph (r) and the Company's and its Subsidiaries' ownership of or leasehold interest in any such property is not subject to any Liens, except for Permitted Liens.

(r) Sufficiency of Assets. Except as disclosed in section (r) of the Company Disclosure Letter, the Company and its Subsidiaries have valid, good and marketable title to all personal property owned by them, free and clear of all Liens other than Permitted Liens. The assets and property owned, leased or licensed by the Company and its Subsidiaries are sufficient, in all material respects, for conducting the business, as currently conducted, of the Company.

(s) Material Contracts. With respect to the Material Contracts of the Company:
(i) Section (s) of the Company Disclosure Letter includes a complete and accurate list of all Material Contracts to which the Company is a party and that are currently in force. The Company has made available to the Purchaser for inspection true and complete copies of all such Material Contracts.
(ii) Except as disclosed in section (s)(ii) of the Company Disclosure Letter and except as would not be reasonably expected to result in, individually or in the aggregate, a Company Material Adverse Effect, all of the Material Contracts are in full force and effect, and the Company or one of its Subsidiaries is entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company or its applicable Subsidiaries has not waived any rights under a Material Contract and no material default or breach exists in respect thereof on the part of the Company or its applicable Subsidiaries, or to the knowledge of the Company, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.
(iii) All of the Material Contracts are valid and binding obligations of the Company or one of its Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(iv) As at the date hereof, neither the Company nor any of its Subsidiaries has received written notice that any party to a Material Contract, intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of the Company, no such action has been threatened.

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(v) Neither the entering into of this Agreement, nor the consummation of the Arrangement will trigger any change of control or similar provisions in any of the Material Contracts.
(t) Authorizations.
(i) The Company and its Subsidiaries have obtained and are in compliance with all material Authorizations required by applicable Laws, necessary to conduct their current business as now being conducted.
(ii) All material Authorizations of the Company and its Subsidiaries are in full force and effect, and, to the knowledge of the Company, no suspension or cancellation thereof has been threatened.
(iii) No material Authorizations of the Company or any of its Subsidiaries 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.
(iv) There are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or failure to be in compliance with such Authorizations as are necessary to conduct the business of the Company and its Subsidiaries as it is currently being conducted.
(u) Compliance with Laws.
(i) The Company and each of its Subsidiaries have complied with and are not in violation, in any material respect, of any applicable Laws.
(ii) Neither the Company nor any of its Subsidiaries has received any written notices or other written correspondence from any Governmental Entity (1) regarding any violation (or any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any violation) of any Law or (2) of any circumstances that may have existed or currently exist which could lead to a loss, suspension, or modification of, or a refusal to issue, any material Authorization. To the knowledge of the Company, no investigation, inspection, audit or other proceeding by any Governmental Entity involving allegations of any material violation of any Law is threatened or contemplated.
(iii) Neither the Company, its Subsidiaries nor, to the knowledge of the Company, any of their directors, executives, representatives, agents or employees (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that would be illegal, (ii) has used or is using any corporate funds for any direct or indirect illegal payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or any similar Laws of other jurisdictions, (iv) has established or maintained, or is maintaining, any illegal fund

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of corporate monies or other properties or (v) has made any bribe, illegal rebate, illegal payoff, influence payment, kickback or other illegal payment of any nature.

(v) Employment & Labour Matters:
(i) Neither the Company nor any of its Subsidiaries are:
- (A) party to any Contract providing for termination notice, payment in lieu of termination notice, change of control payments, or severance payments to, or any employment or consulting agreement with, any current or former director, officer or employee of the Company or its Subsidiaries other than such arising from any applicable Law; and
- (B) party to any collective bargaining agreement or union agreement nor, to the knowledge of the Company, subject to any application for certification or threatened union-organizing campaigns for employees not covered under a collective bargaining agreement or union agreement nor are there any current, or to the knowledge of the Company, pending or threatened strikes or lockouts at the Company or its Subsidiaries.
(ii) There are no labour disputes, strikes, organizing activities or work stoppages against the Company or any of its Subsidiaries pending, or to knowledge of the Company, threatened.
(iii) The execution, delivery and performance of this Agreement and the consummation of the Arrangement will not result in the automatic acceleration of the time of payment or vesting of entitlements otherwise available under any Employee Plan of the Company or any of its Subsidiaries.
(iv) The Company and each of its Subsidiaries has been and is now in compliance, in all material respects, with all terms and conditions of employment, with respect to employment and labour, including, wages, hours of work, overtime, human rights, occupational health and safety and workers compensation, and there are no current, or, to the knowledge of the Company, pending or threatened proceedings (including grievances, arbitration, applications or pending applications) before any Governmental Entity or labour arbitrator with respect to any of the foregoing Employee Plans of the Company and its Subsidiaries (other than routine claim for benefits).
(v) To the knowledge of the Company, no executive or manager of the Company or its Subsidiaries (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement with any other Person besides the Company or its Subsidiaries which would impede the business, be material to the performance of such employee's employment duties, or the ability of the Company and any of its Subsidiaries, or the Purchaser and any of its Subsidiaries to conduct the business.

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(vi) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any provincial workers' compensation statute or regulation, and nether the Company nor any of its Subsidiaries has been reassessed in any material respect under such statute or regulation during the past three (3) years and, to the knowledge of the Company, no audit of the Company or any its Subsidiaries is currently being performed pursuant to any provincial workers' compensation statute or regulation, and, to the knowledge of the Company, there are no claims or potential claims which may materially adversely affect the Company's or any of its Subsidiaries' accident cost experience in respect of the business.
(vii) Section (v)(vii) of the Company Disclosure Letter contains a correct and complete list of each member of management and independent contractors/consultants of the Company and its Subsidiaries, indicating their respective location, hire date, position, salary, benefits and current status (full time, part-time, active, non-active), as applicable and whether they are subject to a written employment contract.
(viii) Each independent contractor/consultant who is disclosed in section (v)(viii) of the Company Disclosure Letter has, to the knowledge of the Company, been properly classified by the Company and its Subsidiaries as an independent contractor and neither the Company, nor any of its Subsidiaries has received any notice from any Governmental Entity disputing such classification.
(ix) There are no Employee Plans of the Company and its Subsidiaries.
(x) No Employee Plan of the Company or any of its Subsidiaries contains or has ever contained a " defined benefit provision " as such term is defined in subsection 147.1 of the Tax Act.
(xi) All Employee Plans of the Company and its Subsidiaries are and have been established, registered, funded and administered in all material respects: in (x) accordance with applicable Laws and (y) in accordance with their terms. To the knowledge of the Company, no fact or circumstance exists which could adversely affect the registered status of any such Employee Plan.
(xii) All contributions, premiums or taxes required to be made or paid by the Company or any of its Subsidiaries under the terms of each Employee Plan of the Company and its Subsidiaries or by applicable Laws have been made in a timely fashion.
(w) Intellectual Property.
(i) The Company and its Subsidiaries own all right, title and interest in and to, or is validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the conduct of the business, as currently conducted, of the Company and its Subsidiaries (collectively, the " Company Intellectual Property Rights "). All such Company Intellectual Property Rights are sufficient, in all material respects, for conducting the business, as currently conducted, of the Company and its Subsidiaries, and to the knowledge of the Company, all such

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Company Intellectual Property Rights are valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors' rights generally), and do not infringe upon the Intellectual Property rights of any third party.

(ii) The Company and its Subsidiaries, as applicable, own all right, title and interest in and to the trademarks, trade names and service marks listed in section (w) of the Company Disclosure Letter.

(x) Related Party Transactions. With the exception of this Agreement and any contracts related to Company Options and employment agreements included in the Company Data Room, there are no Contracts or other transactions currently in place between the Company or any of its Subsidiaries, on the one hand, and: (i) any officer or director of the Company or any of its Subsidiaries; and (ii) any affiliate or associate of any such, officer or director.

(y) Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.

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SCHEDULE "D" REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

(a) Organization and Qualification. The Purchaser is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power and authority to own its property and assets as now owned and to carry on its business as it is now being conducted. The Purchaser is duly qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary.
(b) Authority Relative to this Agreement. The Purchaser has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated by this Agreement, and to perform its obligations hereunder and under such agreements and instruments. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of its obligations under this Agreement have been duly authorized by the Purchaser board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the Arrangement or the issuance of the Consideration Shares. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other 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) No Violation. Neither the authorization, execution and delivery of this Agreement by the Purchaser nor the completion of the transactions contemplated by this Agreement or the Arrangement, nor the performance of its obligations hereunder or thereunder, nor compliance by the Purchaser with any of the provisions hereof or thereof will result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:
(i) its articles or by-laws;
(ii) any Authorization or Contract to which the Purchaser is a party or to which it or any of its properties or assets are bound; or
(iii) any Laws (assuming compliance with the matters referred to in paragraph (d) below), regulation, order, judgment or decree applicable to the Purchaser or any of its Subsidiaries or any of their respective properties or assets;

except in the case of (ii) and (iii) above for such breaches, defaults, consents, terminations, cancellations, suspensions, accelerations, penalties, payment obligations or rights which

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would not individually or in the aggregate be material and adverse to the Purchaser and its Subsidiaries on a consolidated basis.

(d) Governmental Approvals. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the Arrangement requires no consent, waiver or approval or any action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) sending the Articles of Arrangement to the Director; (iv) compliance with any applicable Securities Laws and stock exchange rules and regulations; (v) receipt of the Stock Exchange Approval; and (vi) any actions, filings or notifications the absence of which would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
(e) Capitalization.
(i) The authorized share capital of the Purchaser consists of an unlimited number of common shares. As of the date hereof, there were issued and outstanding [51,928,911] Purchaser Shares.
(ii) As of the date hereof, an aggregate of up to [2,085,345] Purchaser Shares are issuable upon the exercise of outstanding incentive stock compensation plans of the Purchaser and up to [13,052,900] Purchaser Shares are issuable upon the exercise of outstanding common share purchase warrants of the Purchaser. As of the date hereof, except for such Purchaser Shares described in the immediately preceding sentence and the Consideration Shares issuable in connection with the Arrangement, there are no securities, options, warrants, stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever to which the Purchaser or any of its Subsidiaries is a party or by which any of the Purchaser or its Subsidiaries may be bound, obligating or which may obligate the Purchaser or any of its Subsidiaries to issue, grant, deliver, extend, or enter into any such security, option, warrant, stock appreciation right, restricted stock unit, conversion privilege or other right, agreement, arrangement or commitment.
(iii) All outstanding Purchaser Shares have been duly authorized and validly issued and are fully paid and non-assessable.
(f) Purchaser Shares. The Consideration Shares to be issued pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities and will be listed for trading on the CSE.
(g) Reporting Status and Securities Laws Matters. The Purchaser is a " reporting issuer " or the equivalent and not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws in Ontario, British Colombia and Alberta. The Purchaser is in

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compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of the Purchaser, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws. The Purchaser Shares are listed on, and the Purchaser is in compliance with the rules and policies of, the CSE and no delisting, suspension of trading in or cease trading order with respect to any securities of the Purchaser is in effect and to the knowledge of the Purchaser, no inquiry or investigation (formal or informal) of any Securities Authority or the CSE is in effect or ongoing or, to the knowledge of the Purchaser, expected to be implemented or undertaken.

(h) Purchaser Filings. The Purchaser has filed all documents required to be filed by it in accordance with applicable Securities Laws with the Securities Authorities and/or the CSE since December 31, 2018. The documents comprising the Purchaser Filings complied as filed in all material respects with applicable Securities Laws and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), contain any Misrepresentation. The Purchaser has not filed any confidential material change report which at the date of this Agreement remains confidential.
(i) Financial Statements. The Purchaser's consolidated audited financial statements as at and for the fiscal years ended December 31, 2019 and 2018 (including the notes thereto) and related MD&A and the Purchaser's consolidated financial statements as at and for the nine months ended September 30, 2020 and related MD&A (collectively, the " Purchaser Financial Statements ") were prepared in accordance with GAAP consistently applied (except (a) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of the Purchaser's independent auditors, or (b) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of the Purchaser for the dates and periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of the Purchaser on a consolidated basis. There has been no material change in the Purchaser's accounting policies, except as described in the Purchaser Financial Statements, since December 31, 2018.
(j) Internal Controls and Financial Reporting. The Purchaser has (i) designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Purchaser is made known to the Chief Executive Officer and Chief Financial Officer of the Purchaser on a timely basis, particularly during the periods in which the annual or interim filings are being prepared; (ii) designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (iii) has evaluated the effectiveness of the Purchaser's disclosure controls and procedures and has disclosed in its MD&A its conclusions about the effectiveness of its disclosure controls and procedures; and (iv) has evaluated the effectiveness of the Purchaser's internal control over financial reporting and has disclosed in its MD&A its conclusions about the

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effectiveness of internal control over financial reporting and, if applicable, the necessary disclosure relating to any material weaknesses. To the knowledge of the Purchaser, as of the date of this Agreement:

(i) there are no material weaknesses in, the internal controls over financial reporting of the Purchaser that could reasonably be expected to adversely affect the Purchaser's ability to record, process, summarize and report financial information; and
(ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of the Purchaser. Since December 31, 2018, the Purchaser has received no: (x) complaints from any source regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of the Purchaser regarding questionable accounting or auditing matters.
(k) Independent Auditors. The Purchaser's current auditors are independent with respect to the Purchaser within the meaning of the rules of professional conduct applicable to auditors in Canada and there has never been a " reportable event " (within the meaning of National Instrument 51-102) with the current, or to the best knowledge of the Company any predecessor, auditors of the Company during the last three years.
(l) No Undisclosed Liabilities. The Purchaser has no material outstanding indebtedness, liability or obligation (including liabilities or obligations to fund any operations or work program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Purchaser Financial Statements, which relate to the proposed Arrangement or incurred in the Ordinary Course since the date of the most recent Purchaser Financial Statements.
(m) No Material Change. Since December 31, 2018, other than the transactions contemplated in this Agreement or as disclosed in the Purchaser Filings: (i) the business of the Purchaser and its Subsidiaries has been conducted in the Ordinary Course; (ii) there has not been any event, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect; (iii) there has been no dividend or distribution of any kind declared, paid or made by the Purchaser on any Purchaser Shares; and (iv) the Purchaser has not affected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Purchaser Shares.
(n) Litigation. There is no claim, action, suit, grievance, complaint, proceeding, arbitration, charge, audit, indictment or investigation that is pending or has been commenced or, to the knowledge of the Purchaser, is threatened affecting the Purchaser or any of its Subsidiaries or affecting any of their respective property or assets (whether owned or leased) at law or in equity, which, individually or in the aggregate, if determined adversely to the Purchaser,

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has or could reasonably be expected to result in liability to the Purchaser in excess of $250,000. Neither the Purchaser nor any of its respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree material to the Purchaser and its Subsidiaries on a consolidated basis.

(o) Taxes. There are no material proceedings, investigations, audits or claims now pending against the Purchaser or its Subsidiaries in respect of any Taxes and no Governmental Entity has asserted in writing, or to the knowledge of the Purchaser, has threatened to assert against the Purchaser or its Subsidiaries any deficiency or claim for Taxes or interest thereon or penalties in connection therewith.
(p) Insurance. All insurance maintained by the Purchaser and its Subsidiaries is in full force and effect and in good standing and is in amounts and in respect of such risks as are normal and usual for companies of similar size operating in the esports industry.
(q) Data Privacy and Security. Neither the Purchaser nor any of its Subsidiaries have been notified in writing of and, to the knowledge of the Purchaser, is not subject of any complaint, regulatory investigation or proceeding related to data security or privacy.
(r) Material Contracts. Except as would not be reasonably expected to result in, individually or in the aggregate, a Purchaser Material Adverse Effect, all of the Contracts which are material to the Purchaser and its Subsidiaries on a consolidated basis are in full force and effect, and the Company or one of its Subsidiaries is entitled to all rights and benefits thereunder in accordance with the terms thereof.
(s) Authorizations. The Purchaser and its Subsidiaries have obtained and are in compliance with all material Authorizations required by applicable Laws, necessary to conduct their current business as not being conducted.
(t)
Compliance with Laws.
(i) The Purchaser and each of its Subsidiaries have complied with and are not in violation, in any material respect, of any applicable Laws.
(ii) Neither the Purchaser nor any of its Subsidiaries has received any written notices or other written correspondence from any Governmental Entity (1) regarding any violation (or any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any violation) of any Law or (2) of any circumstances that may have existed or currently exist which could lead to a loss, suspension, or modification of, or a refusal to issue, any material Authorization. To the knowledge of the Purchaser, no investigation, inspection, audit or other proceeding by any Governmental Entity involving allegations of any material violation of any Law is threatened or contemplated.
(iii) Neither the Purchaser, its Subsidiaries nor, to the knowledge of the Purchaser, any of their directors, executives, representatives, agents or employees (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other expenses relating to political activity that would be illegal, (ii) has used or is

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using any corporate funds for any direct or indirect illegal payments to any foreign or domestic governmental officials or employees, (iii) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977 , the Corruption of Foreign Public Officials Act (Canada) or any similar Laws of other jurisdictions, (iv) has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties or (v) has made any bribe, illegal rebate, illegal payoff, influence payment, kickback or other illegal payment of any nature.

(u) Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser.

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AI assistant

Marvel Biosciences Corp. — Merger & Acquisition 2021

47732_rns_2021-01-05_5a64304b-0912-48e4-b8f9-03d36ac7d788.pdf

GAMESQUARE ESPORTS INC.

RECIPROCITY CORP.

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

B E T W E E N :

GAMESQUARE ESPORTS INC. ,

RECIPROCITY CORP. ,

ARTICLE 1 INTERPRETATION

1.1 Defined Terms.

1.2 Certain Rules of Interpretation.

1.3 Schedules.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 The Company Meeting

2.4 The Company Circular

2.5 Final Order

2.6 Court Proceedings

2.7 Options, Warrants and Other Securities

2.8 Articles of Arrangement and Effective Date

2.9 Payment of Consideration

2.10 Withholding Taxes

2.11 U.S. Securities Law Matters

2.12 Adjustment of Consideration

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company

3.2 Representations and Warranties of the Purchaser

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the Company

4.2 Conduct of Business of the Purchaser

4.3

Covenants Regarding the Arrangement.

4.4 Regulatory Approvals

4.5 Access to Information; Confidentiality

4.6 Pre-Acquisition Reorganization

4.7 Public Communications

4.8 Notice and Cure Provisions

4.9 Board of Directors

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

5.2 Breach by Subsidiaries and Representatives

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of the Purchaser

6.3 Additional Conditions Precedent to the Obligations of the Company

6.4 Satisfaction of Conditions

ARTICLE 7 TERM AND TERMINATION

7.1 Term

7.2 Termination

7.3 Effect of Termination/Survival

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

8.2 Expenses

8.3 Notices.

8.4 Time of the Essence.

8.5 Injunctive Relief.

8.6 Third Party Beneficiaries.

8.7 Waiver.

8.8 Entire Agreement.

8.9 Successors and Assigns.

8.10 Severability.

8.11 Governing Law.

8.12 Rules of Construction.

8.13 No Liability.

8.14 Language.

8.15 Counterparts.

[Remainder of page intentionally left blank.]

GAMESQUARE ESPORTS INC.

RECIPROCITY CORP.

SCHEDULE "A" PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Certain Rules of Interpretation.

ARTICLE 2 THE ARRANGEMENT

Marvel Biosciences Corp. Merger & Acquisition 2021