SHARE PURCHASE AGREEMENT

DATED JANUARY 27, 2022

AMONG

INTEMA SOLUTIONS INC.

AND

LIVESTREAM GAMING LTD.

AND

THE SELLERS IDENTIFIED HEREIN

RECITALS	1
ARTICLE1INTERPRETATION	1
Section1.1Definitions	1
Section1.2Actions on Non-Business Days	11
Section1.3Calculation of Interest	11
Section1.4Calculation of Time	11
Section1.5Knowledge	12
Section1.6Additional Rules of Interpretation	12
Section1.7Schedules	12
ARTICLE2PURCHASE AND SALE	13
Section2.1Purchase and Sale of the Purchased Shares	13
Section2.2Purchase Price	13
Section2.3Closing Balance Sheet	14
Section2.4Closing Consideration	14
Section2.5Dispute Settlement	15
Section2.6Withholding	15
ARTICLE3REPRESENTATIONS ANDWARRANTIES OF THE VENDORS	15

Section3.1Vendors Matters	15
Section3.2Corporate Matters	16
Section3.3Financial Matters	18
Section3.4Property of the Company	19
Section3.5Environmental Matters	20
Section3.6Employment Matters	20
Section3.7Conduct of Business	22
Section3.8Tax Matters	24
Section3.9Property Rights and Technology	25
Section3.10General Matters	30
Section3.11U.S Securities Matters	31
Section3.12No Other Warranties	31
ARTICLE4REPRESENTATIONS, WARRANTIES AND COVENANTS OF THEPURCHASER	31
Section4.1Purchaser Matters	31
ARTICLE5COVENANTS	33

Section5.2Other Covenants of Purchaser and Vendors.	34
ARTICLE6CONDITIONS	36
Section6.1Purchaser's Conditions	36
Section6.2The Company's and Vendors' Conditions	37
ARTICLE7SURVIVAL AND INDEMNITIES	38
Section7.1Survival, Notice by the Purchaser	38
Section7.2Indemnification of Purchaser	38
Section7.3Indemnification of Vendors	39
Section7.4Claim Notice	39
Section7.5Monetary Limitations	39
Section7.6Mitigation	40
Section7.7Direct Claims	41
Section7.8Third Party Claims	41
Section7.9Characterization of Indemnification Payments.	42
Section7.10Other Indemnification Terms	42
ARTICLE8CLOSING	43
Section8.1Closing	43
Section8.2Vendors' Deliveries	43
Section8.3Purchaser Deliveries	44
ARTICLE9MISCELLANEOUS	44
Section9.1Time	44
Section9.2Further Assurances	44
Section9.3Notice	45
Section9.4Arbitration.	45
Section9.5Governing Law	46
Section9.6Legal and Accounting Fees	46
Section9.7Entire Agreement	47
Section9.8Amendment	47
Section9.9Waiver	47
Section9.10Severability	47
Section9.11Assignment and Inurement	48
Section9.12No Third Party Beneficiaries	48
Section9.13Authorization of the Seller Representative.	48
Section9.14Counterparts Electronic Signatures	51

Schedule 1.1(31) Employment Agreement
Schedule 1.1(73) Permitted Encumbrances
Schedule 2.3 Draft Closing Statements
Schedule 3.2(1) Status and Capacity of the Company
Schedule 3.2(3) Capitalization
Schedule 3.2(4) Subsidiaries and Investments
Schedule 3.3(5) Non-Arm's Length Matters
Schedule 3.3(6) Bank Accounts and Authorizations
Schedule 3.4(1) Title to Assets
Schedule 3.4(4) Personal Property
Schedule 3.6(2) Employees
Schedule 3.6(3) Employee Plans
Schedule 3.6(4) Employee Policies, Rules, Etc.
Schedule 3.7(1) Material Contracts
Schedule 3.7(2) Licenses
Schedule 3.7(3) Required Consents
Schedule 3.7(5) Insurance
Schedule 3.7(6) Litigation
Schedule 3.8 Tax Matters
Schedule 3.9(1)(a) Registered Intellectual Property
Schedule 3.9(1)(b) Proprietary Software and Proprietary Databases
Schedule 3.9(1)(c) Licensed Software and Licensed Database
Schedule 3.9(1)(d) Business Intellectual Property Owned by Any Person
Schedule 3.9(1)(e) Business Intellectual Property Licensed to Other Person
Schedule 3.9(2)(b) APIs and Online Accounts
Schedule 3.9(2)(d) Location of Computer Systems
Schedule 3.10 Broker Fees
Schedule 5.2(4) Other Covenants of Purchase and Vendors

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is dated as of January 27, 2022

AMONG:

	INTEMA SOLUTIONS INC., a corporation existing under thelaws of Canada and having its registered officeat 6500Transcanada Highway,Suite 209,St. Laurent, Québec, H4T 1X3
	(the "Purchaser")
AND:
	Livestream Gaming Ltd., a company existing under the laws ofBelizeand having a registered office at 9 Barrack Road, BelizeCity, Belize
	(the "Company")
AND:

Piotr Zhalau, Evgueni Kislyi, and Nick Katselapov, as shareholders of the Company

(the "Vendors")

RECITALS

A. The Purchaser, the Company, and the Vendors are parties to an LOI (as defined herein) by which the parties agreed to document the terms and conditions of the Transaction (as defined herein) in a definitive agreement;

B. the Vendors own, in the aggregate, 100% of the issued and outstanding common shares in the capital of the Company as set out in Schedule "A" attached hereto (the "Purchased Shares"); and

C. the Purchaser wishes to purchase, and the Vendors wishes to sell, all of the Vendors' Purchased Shares on and subject to the terms and conditions of this Agreement.

FOR VALUE RECEIVED, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

In this Agreement:

(1) "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person, where "control" means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

(2) "Aggregate Claim Threshold" has the meaning in Section 7.5(1).

(3) "Agreement" means this share purchase agreement, as it may be amended from time to time, and all schedules to this agreement.

(4) "Annual Financial Statements" means the consolidated audited financial statements of the Company as at and for the fiscal years ended December 31, 2020 and 2019 prepared in accordance with IFRS.

(5) "Applicable Law" means, in respect of any Person, property, transaction, event or other matter, any present or future law, statute, regulation, code, ordinance, principle of common law or equity, municipal by-law, treaty or Order, domestic or foreign, applicable to that Person, property, transaction, event or other matter and having the force of law, and all applicable requirements, requests, official directives, rules, consents, approvals, authorizations, guidelines and policies of any Governmental Authority having or purporting to have authority over the Person, property, transaction, event or other matter and regarded by such Governmental Authority as requiring compliance.

(6) "Books and Records" means the Financial Records and all other books, records, files and papers of a Party, including sales and advertising materials, sales and purchase correspondence, trade association files, research and development records, lists of present and former customers and suppliers, personnel, employment and other records, computer programs (including source code), software programs, manuals and data, the minute books of the Party, and all records, data and information stored electronically, digitally or on computer-related media.

(7) "Business" means the business operated by the Company and the Subsidiaries as at the date of this Agreement.

(8) "Business Day" means a day on which banks are open for business in: Montreal, Québec, Canada; Cyprus; and Belize; but does not include a Saturday, Sunday and any other day which is a legal holiday in any such place.

(9) "Business Intellectual Property" means all Intellectual Property used or held for use by the Company in connection with the operation of its business as presently conducted, including all such Intellectual Property owned by the Company and all such Intellectual Property owned by another Person.

(10) "Claim Notice" has the meaning in Section 7.4(1).

(11) "Closing" means the completion of the Purchase on the Closing Date.

(12) "Closing Balance Sheet" means the unaudited IFRS balance sheet of the Company showing the Net Working Capital of the Company, as estimated at the Closing Date and then as finally settled pursuant to Section 2.3(1).

(13) "Closing Consideration Shares" means that number of Intema Shares equal to $2,750,000, issued at a price per Intema Share equal to the greater of $0.425 or the five day volume weighted average trading price of the Intema Shares on the TSXV calculated as of the date of this Agreement.

(14) "Closing Date" means February 7, 2022 or such other date as may be mutually agreed by the Parties.

(15) "Closing Statements" has the meaning in Section 2.3(1).

(16) "Closing Time" means 11:59 a.m. (Montreal Time) on the Closing Date or such other time on the Closing Date as the Parties may agree upon in writing.

(17) "Closing Date Payment" has the meaning ascribed to it in Section 2.2(1)(a).

(18) "Company" means Livestream Gaming Ltd.

(19) "Company Benefit Plans" has the meaning in Section 3.6(3).

(20) "Computer Databases" means all electronic records, data and collections of the foregoing that can be accessed or read by a computer.

(21) "Computer Software" means all types of computer software programs including operating systems, application programs, software tools, firmware and software imbedded in equipment, including both object code and source code versions thereof and all written or electronic materials that explain the structure or use of software or that were used in the development of software, including logic diagrams, flow charts, code notes, procedural diagrams, error reports, manuals and training materials.

(22) "Computer Systems" means all computer hardware, servers, peripheral equipment, Computer Software and firmware, (including operating system, virtualization, runtime, middleware and applications software), Computer Databases, raw and processed data, technology infrastructure (including telecommunications equipment), hosted systems, software as a service, platform as a service, infrastructure as a service, and other computer systems and services that are used by or accessible to the Company to receive, store, process or transmit data to carry on the Business or to carry on its day to day operations and affairs.

(23) "Consent" means any consent, approval, ratification, permit, waiver, ruling, exemption or acknowledgement from any Person which is provided for or required in respect of or pursuant to the terms of any Contract in connection with the sale of the Purchased Shares to the Purchaser on the terms contemplated in this Agreement, to permit the Company to carry on the Business after the Closing Date, or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

(24) "Contracts" means all written contracts, agreements, leases, licenses, arrangements, sale orders or other legally binding agreement, instrument, arrangement, promise, obligation, understanding, undertaking or commitment, whether express or implied, to which the Company is a party or by which the Company or any of its properties or assets or the Business is bound, or under which the Company has rights.

(25) "Curacao License" means the sublicense granted to the Company pursuant to the Contract Agreement between Gaming Services Provider, N.V. and the Company dated June 29, 2021, in respect to the master license to exploit games of chance and wagering on the international market by way of service line activities granted by the government of Curacao.

(26) "Current Assets" means all current assets of the Company as set out in the Draft Closing Statements, or the Closing Statements, as applicable.

(27) "Current Liabilities" means all current liabilities of the Company as set out in the Draft Closing Statements, or the Closing Statements, as applicable.

(28) "Damages" means, whether or not involving a Third Party Claim, any and all loss, liability, cost, claim, interest, fine, penalty, assessment, damages available at law or in equity, expense, including the costs and expenses of any action, application, claim, complaint, suit, proceeding, demand, assessment, judgment, settlement or compromise relating thereto (including the reasonable costs, fees and expenses of legal counsel on a full indemnity basis without reduction for tariff rates or similar reductions and all reasonable costs of investigation), or diminution in value, but excluding in all cases punitive or consequential damages.

(29) "Direct Claim" has the meaning in Section 7.4(1).

(30) "Draft Closing Statements" has the meaning in Section 2.3.

(31) "Employment Agreement" means the Employment Agreement by and between the Company and Piotr Zhalau to be entered into at or prior to the Closing Date substantially in the form attached hereto as Schedule 1.1(31).

(32) "Encumbrance" means any charge, mortgage, lien, pledge, claim, restriction, security interest or other encumbrance, whether created or arising by Contract, statute or otherwise at law, attaching to property, interests or rights.

(33) "Environmental Law" means any Applicable Law, Contract with any Governmental Authority, or other statutory requirement relating to public health and safety, occupational health and safety, the protection of the environment or the manufacture, generation, processing, distribution, use, treatment, storage, disposal, release, transport, handling or remediation of hazardous substances, and all authorizations and permits issued pursuant to such Applicable Law, Contracts or statutory requirements, or principles of common law or equity, and whether any of the foregoing comes into force before or after the date of this Agreement.

(34) "Estimated Statement" has the meaning in Section 2.3.

(35) "Excluded Liabilities" means any and all liabilities to the extent relating to or arising from the matters disclosed in Schedule 3.7(6).

(36) "Final Net Working Capital" has the meaning in Section 2.3(1)

(37) "Financial Records" means all books of account and other financial data and information of the Company and includes all records, data and information stored electronically, digitally or on computer-related media, but does not include the Annual Financial Statements.

(38) "Fundamental Representations" means the representations and warranties contained in Section 3.1(1) (Authority of Purchase), Section 3.1(2) (Enforceability), Section 3.1(3) (No Other Purchase Agreements), Section 3.2(1) (Status and Capacity of the Company), Section 3.2(2) (Qualification of the Company), Section 3.2(3) (Capitalization), Section 3.2(3) (Options), 0 (Broker Fees), Section 4.1(1) (Status and Capacity of Purchaser), Section 4.1(2) (Authorization of Purchase), Section 4.1(3) (Enforceability), Section 4.1(7) (Securities), and Section 4.1(9) (Broker Fees).

(39) "Governmental Authority" means any domestic or foreign government, including any federal, provincial, state, territorial or municipal government, and any government department, body, ministry, agency, tribunal, commission, board, court, bureau or other authority exercising or purporting to exercise executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government, and includes the TSXV.

(40) "Gross Gaming Revenue" means the gross revenue generated from wagers placed by users of the LOOT.BET platform minus the amounts payable by the Company as winnings to the users.

(41) "Harmful Code" means any mechanism, device or computer code designed or intended to have, or intended to be capable of performing, any of the following functions: (a) disrupting, disabling, harming, interfering or otherwise impeding in any manner the operation of, or providing unauthorized access to, computer hardware, a computer system or network or other device on which such mechanism, device or computer code is stored or installed; or (b) collecting, damaging or destroying any information, data or file, in each case, without the user's consent.

(42) "IFRS" means the International Financial Reporting Standards.

(43) "Indebtedness" of a Person means, without duplication: (a) all debts and liabilities of that Person for borrowed money; (b) all capital leases of that Person; (c) all debts and liabilities of that Person representing the deferred acquisition cost of property and services; (d) all guarantees given by that Person.

(44) "Indemnified Party" means a Party that is entitled to or seeks indemnification pursuant to Section 7.4.

(45) "Indemnifying Party" means a Party that is required to indemnify an Indemnified Party, or against which indemnification is sought, pursuant to Section 7.4.

(46) "Indemnity Cap" has the meaning in Section 7.5(2).

(47) "Intellectual Property" means:

(a) all patents, patent rights, patent applications, reissues, continuations, continuationsin-part, re-examinations, divisional applications and analogous rights to them, and inventions and discoveries owned or used by the Company in the Business;
(b) all trademarks, trademark applications and registrations, signs, trade dress, service marks, logos, slogans, brand names and other identifiers of source owned or used by the Company in the Business;
(c) all copyrights and copyright applications and registrations owned or used by the Company in the Business;
(d) all industrial designs and applications for registration of industrial designs and industrial design rights, design patents and industrial design registrations owned or used by the Company in the Business;
(e) all trade names, trade name registrations, business names, corporate names, telephone numbers, domain names, domain name registrations, website names and worldwide web addresses, social media accounts and social media handles and other communication addresses owned or used by the Company in the Business;
(f) all software, including all documentation relating to the same and the latest revisions of all related object and source codes for them to the extent in the possession and control of the Company, owned or used by the Company in the Business;
(g) all rights and interests in and to processes, lab journals, notebooks, data, databases, confidential information, trade secrets, designs, know-how, technical information, product formulae and information, manufacturing, engineering and other technical drawings and manuals, technology, blue prints, research and development reports, technical information, technical assistance, engineering data, design and engineering specifications, and similar materials recording or evidencing expertise or information owned or used by the Company in the Business;
(h) all integrated circuit topographies, integrated circuit topography applications and registrations, mask works, mask work applications and registrations and analogous rights to them owned or used by the Company in the Business;
(i) all other intellectual property used by the Company in carrying on, or arising from the operation of, the Business, and foreign equivalents or counterpart rights, in any jurisdiction throughout the world;
(j) all licenses granted to the Company of the intellectual property described in paragraphs (a) to (i) above;
(k) all goodwill associated with any of the foregoing; and
(l) all rights in the foregoing, including all rights to enforce rights and obtain remedies, including compensation for violation of any Intellectual Property against third parties.
(48) "Intema Shares" means the common shares in the capital of the Purchaser.

(49) "Interim Period" means the period from and including the date of this Agreement to and including the Closing Time.

(50) "IT Systems" has the meaning specified in Section 3.9(1)(l).

(51) "Key Employees" means those specific employees, contractors, or any other persons engaged by the Company having expertise that is critical to carrying on the Business of the Company, as identified in Schedule 3.6(2).

(52) "License" means any license, permit, authorization, approval or other evidence of authority issued or granted to, conferred upon, or otherwise created for the Company by any Governmental Authority.

(53) "Licensed Database" means any Computer Database owned by another Person and licensed to or otherwise used by the Company in connection with the Business.

(54) "Licensed Software" means any Computer Software owned by another Person and licensed to or otherwise used by the Company in connection with the Business, except for Off-the-Shelf Software.

(55) "Livestream (Cyprus)" means Livestream Ltd, a subsidiary of the Company.

(56) "LOI" means the binding letter of intent sheet dated effective April 30, 2021 among the Company, the Purchaser, and the Vendors, as amended August 17, 2021.

(57) "LOOT.BET" means the online platform and website owned and operated by the Company, offering an esports sportsbook, traditional sportsbook, and random number generator casino games;

(58) "Material Contracts" means all Contracts falling within the following categories to which the Company is a party or its assets or properties are bound:

(a) any Contract that is reasonably expected to involve payments to or from the Company in excess of $250,000 per year or $500,000 over the term of such Contract;
(b) all Contracts evidencing Indebtedness of the Company;
(c) each Contract for any completed or future disposition or acquisition of material assets or properties by the Company (other than sales of inventory in the Ordinary Course of Business), or any completed or future merger or business combination with respect to the Company; or
(d) any other Contract which is otherwise material to the Company or entered into outside of the Ordinary Course of Business.
(59) "Milestone 1" has the meaning specified in Section 2.2(1)(d)(i).
(60) "Milestone 2" has the meaning specified in Section 2.2(1)(d)(ii).
(61) "Milestones" has the meaning in Section 2.2(1)(d)(ii).
(62) "Milestone Payments" has the meaning specified in Section 2.2(1)(d).

(63) "Non-current Liabilities" means all non-current liabilities of the Company, as set out in the Draft Closing Statements, or the Closing Statements, as applicable.

(64) "Net Working Capital" means the dollar amount determined by subtracting the Total Liabilities of the Company from the Current Assets of the Company.

(65) "Off-the-Shelf Software" means commercially available off-the-shelf Computer Software where the aggregate payments under the applicable license agreement are less than $10,000 per year.

(66) "Online Account" means any manner of online account, registration or identification credentials, including domain registry accounts, social media accounts, online handles, usernames and profiles, used in association with an online device or online service (including mobile devices, smart appliances, online registries, internet-based applications or cloud services) that enable a Person to administer data or registration information, create and share content, or participate in an online or registered service.

(67) "Online Presence" means any interconnected, online or virtual presence for the Business, the Company or the Subsidiaries, including all Online Accounts (and data associated with such Online Accounts) through which the public, customers or others access the Business, as well as all websites, content, messages, materials, data, analytics, advertisements and copy hosted in connection with: (a) any domain names, URLs and other online locators; (b) social media, content sharing or external media presence (including Facebook, Instagram, Twitter, LinkedIn, SnapChat, and YouTube); (c) app store or online marketplace presence (including Apple Store, Google Play, Windows Store, and Amazon App Store); and (d) direct communication presence (including email, instant communication or direct messaging).

(68) "Open Source Software" means software that is subject to or licensed, provided or distributed under any open source license.

(69) "Options" means the outstanding stock options of the Company.

(70) "Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

(71) "Ordinary Course of Business" means the ordinary and usual course of the routine daily affairs of the Business, consistent with past practice.

(72) "Party" means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means every Party.

(73) "Permitted Encumbrances" means: (i) Encumbrances for current Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and in each case for which adequate reserves have been established and set forth in the Closing Balance Sheet, (ii) Encumbrances incurred in connection with workers' compensation, unemployment insurance and other types of social security, and (iii) those Encumbrances as set forth on Schedule 1.1(73).

(74) "Person" is to be broadly interpreted and includes an individual, a partnership, a corporation, a trust, a joint venture, any Governmental Authority or any incorporated or unincorporated entity or association of any nature, and the executors, administrators or other legal representatives of an individual in such capacity.

(75) "Personal Information" means information and data that is linked or linkable to a natural person, including any information specifically defined or identified in any Company privacy policy as "personal information," "personal data," "personally identifiable information," "protected health information," "PHI," or "PII." Personal Information may relate to any identifiable natural person, including a current, prospective or former customer, employee or Vendors of any Person. Personal Information includes information in any form, including paper, electronic and other forms.

(76) "Premises" has the meaning ascribed to it in Section 3.4(3)(b).

(77) "Proprietary Database" means any Computer Database owned by the Company and used in connection with the operation of the Business.

(78) "Proprietary Software" means any Computer Software owned by the Company and used in connection with the operation of the Business.

(79) "Purchase" means the purchase and sale of the Purchased Shares contemplated by this Agreement.

(80) "Purchaser" has the meaning ascribed to it in the Parties clause.

(81) "Purchaser Indemnified Parties" means the Purchaser and its directors, officers, employees and agents.

(82) "Purchase Price" has the meaning ascribed to it in Section 2.2(1).

(83) "Purchased Shares" has the meaning ascribed to it in the Recitals.

(84) "Registered Intellectual Property" means all Intellectual Property that is registered or the subject of an application for registration or registration procedures by or on behalf of the Company with any Governmental Authority or other Person, including all (a) patents, (b) trademarks, (c) copyrights, (d) industrial designs, and (e) Online Presence (including domains and social media).

(85) "Regulatory Approval" means any approval, consent, ruling, authorization, notice, permit or acknowledgement that may be required from any Person pursuant to Applicable Law or under the terms of any License or the conditions of any Order in connection with the sale of the Purchased Shares to the Purchaser on the terms contemplated in this Agreement, to permit the Company to carry on the Business after the Closing Date, or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

(86) "Required Consents" has the meaning ascribed to such term in Section 3.7(3).

(87) "Review Period" has the meaning ascribed to such term in Section 2.4(2).

(88) "Security Incident" means any material event, or incident (whether or not malicious, and whether individual, accretive or in a series of events or circumstances) that results in, or would reasonably be expected to permit, result in, or lead to, the unauthorized, unintended or unlawful

breach, destruction, loss, alteration, modification, transmission, availability, disclosure or misuse of, or access to, the Business Intellectual Property, User Data or Personal Information used in connection with the Business.

(89) "Shareholder Credit Documents" means (a) the credit line agreement between Livestream (Cyprus) and Nick Katselapov dated March 1, 2018 in the principal amount of €$400,000.00; (b) the credit line agreement between Livestream (Cyprus) and Nick Katselapov dated August 31, 2018 in the principal amount of €$400,000.00; and (c) the convertible loan notes issued by the Company to Nick Katselapov and Evgueni Kislyi dated December 10, 2019 in the aggregate principal amount of €$500,000.00 (€$250,000.00 each).

(90) "Shareholder Representative" means Piotr Zhalau, in his capacity as a representative of the Vendors pursuant to the terms of this Agreement and not in his personal capacity.

(91) "Subsidiaries" means Livestream Ltd, Zubrsoft LLC, and GGWP LLC.

(92) "Tax" or "Taxes" includes all present and future taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges of any nature imposed by any Governmental Authority, including income, capital (including large corporations), withholding, consumption, sales, use, transfer, goods and services, provincial sales, harmonized sales or other value-added, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, state, payroll, employment, health, education, business, school, property, local improvement, development, education development and occupation taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and charges, and other assessments or similar charges in the nature of a tax, together with all fines, interest, penalties on or in respect of, or in lieu of or for non-collection of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges, whether disputed or not.

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

(94) "Tax Representations" means the representations and warranties contained in Section 3.8 (Tax Matters).

(95) "Tax Returns" means returns, declarations, elections, filings, forms, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information), and including any amendment thereof, filed or required to be filed with any Governmental Authority in connection with the determination, assessment, reporting, reassessment, or collection of Taxes of any Party or the administration of any Applicable Law relating to any Taxes.

(96) "Territorial Laws" means, with respect to the Company or any of its Subsidiaries, the Applicable Laws applicable to, and enforced by Governmental Authorities, the territory or territories where it is incorporated, registered to do Business, or holds any License.

(97) "Third Party Claim" has the meaning in Section 7.4(1).

(98) "Total Liabilities" means all Current Liabilities, incurred liabilities of the Company, and Non-current Liabilities.

(99) "Transaction Documents" means this Agreement and all other written agreements, documents and certificates contemplated by this Agreement.

(100) "TSXV" means the TSX Venture Exchange.

(101) "United States" means the United States of America, its territories and possessions, any states of the Unites States and the District of Columbia;

(102) "U.S. Person" means a U.S. person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

(103) "U.S. Securities Act" means the United States Securities Act of 1933, as amended.

(104) "User Data" means (a) all data and analytics collected or generated by, or provided to, the Company (whether generated or stored by the Company directly or a third party on behalf of the Company), resulting from any action or activity of users of the Business's Online Presence, including user identification and associated activities through Online Presence, as well as pings and activity related to closed loop reporting and all other data associated with a user's behavior on the Internet, and (b) all data collected and stored by or on behalf of the Company that is Personal Information.

(105) "Vendors" means Piotr Zhalau, Evgueni Kislyi, and Nick Katselapov.

(106) "Vendors' Indemnified Parties" means the Vendors, their agents, and their respective heirs, executors, successors and assigns.

(107) "Working Capital" means the dollar amount determined by subtracting the Current Liabilities of the Company from the Current Assets of the Company determined in accordance with IFRS.

Section 1.2 Actions on Non-Business Days

If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.

Section 1.3 Calculation of Interest

In calculating interest payable under this Agreement for any period of time, the first day of such period shall be included and the last day of such period shall be excluded.

Section 1.4 Calculation of Time

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Montreal, Québec time) on the last day of the period. If any period of time is to expire hereunder on any day that is not a Business Day, the period shall be deemed to expire at 5:00 p.m. (Montreal, Québec time) on the next succeeding Business Day.

Section 1.5 Knowledge

Any statement in this Agreement expressed to be made to "the Vendors' Knowledge" shall be understood to be made on the basis of the actual knowledge of each of Piotr Zhalau, Evgueni Kislyi, or Nick Katselapov, on the relevant subject matter, after the reasonably diligent inquiry by each of them.

Section 1.6 Additional Rules of Interpretation

(1) Gender and Number. In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.

(2) Headings and Table of Contents. The inclusion in this Agreement of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.

(3) Section and Schedule References. Unless the context requires otherwise, references in this Agreement to Sections or Schedules are to Sections or Schedules of this Agreement.

(4) Words of Inclusion. Wherever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation" and the words following "include", "includes" or "including" shall not be considered to set out an exhaustive list.

(5) Statute References. Unless otherwise indicated, all references in this Agreement to any statute include the regulations under that statute, in each case as amended, re-enacted, consolidated or replaced from time to time, and in the case of any such amendment, re-enactment, consolidation or replacement, reference in this Agreement to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and to also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding.

(6) Writing. References to "in writing", "written" and similar expressions include material that is printed, handwritten, typewritten, faxed, emailed, or otherwise capable of being visually reproduced at the point of reception.

(7) Currency. All references to dollar amounts in this Agreement are to Canadian dollars, unless otherwise indicated.

Section 1.7 Schedules

The schedules to this Agreement are incorporated by reference and constitute an integral part of this Agreement.

ARTICLE 2 PURCHASE AND SALE

Section 2.1 Purchase and Sale of the Purchased Shares

Upon and subject to the terms and conditions of this Agreement, the Vendors agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase, the Purchased Shares for the Purchase Price.

Section 2.2 Purchase Price

(1) Subject to Section 2.3, the aggregate purchase price to be paid by the Purchaser to the Vendors, on a pro rata basis, for the Purchased Shares (the "Purchase Price") is up to $17,750,000, subject to adjustment as set out in Section 2.4, payable as follows:

(a) $8,000,000 in cash payable on the Closing Date (the "Closing Date Payment") by wire transfer of immediately available funds to an account or accounts designated by the Vendors;
(b) the issuance to the Vendors, on the Closing Date, the Closing Consideration Shares.
(c) $4,000,000, pursuant to the terms of the Vendor Take Back Note and any adjustment pursuant to Section 2.4; and
(d) up to $3,000,000 in cash, (the "Milestone Payments") payable pursuant to the following terms:
- (i) the Purchasers shall pay the Vendors, $1,500,000 if the Company generates a minimum of $7,500,000 in Gross Gaming Revenue during the 12 month period following the Closing Date ("Milestone 1"); and
- (ii) the Purchasers shall pay the Vendors, $1,500,000 if the Company generates a minimum of $11,250,000 in Gross Gaming Revenue during the 12 month period that ends 24 months following the Closing Date ("Milestone 2", and together with Milestone 1, the "Milestones").
- (iii) Notwithstanding the foregoing, in the event the Gross Gaming Revenue generated in either period referred to in Section 2.2(1)(d)(i) or Section 2.2(1)(d)(ii) is less than the applicable Milestone but 75% or more of said Milestone, the Vendors shall be entitled to a pro rata portion of the Milestone Payment based on the percentage of the applicable Milestone actually achieved.
- (iv) Within forty-five (45) days following each of the periods referred to in Section 2.2(1)(d)(i) or Section 2.2(1)(d)(ii), the Purchaser shall deliver to the Vendors its calculation of Gross Gaming Revenue together with all supporting documentation. The Vendors shall have thirty (30) days following the delivery of such calculation and supporting documentation to deliver a written notice of objection to the Purchaser's calculation of Gross Gaming Revenue, and any such dispute ("Gross Gaming Revenue

Dispute") shall be resolved pursuant to the procedure set forth in Section 2.5(1) and Section 2.5(2). If the Vendors do not deliver a written notice of objection within such thirty (30) day period, the Vendors shall be deemed to have agreed to the calculation of Gross Gaming Revenue delivered by the Purchaser. If applicable, payment of the Milestone Payments will be within five Business Days of the final determination of Gross Gaming Revenue during the period pursuant to this section or Section 2.5(2). For greater certainty, the Vendors shall not be entitled to any Milestone Payment if the Gross Gaming Revenue for either period set forth in Section 2.2(1)(d)(i) or Section 2.2(1)(d)(ii) is less than 75% of the applicable Milestone and is not entitled to any additional Milestone Payment beyond those set forth in Section 2.2(1)(d)(i) or Section 2.2(1)(d)(ii) if the Gross Gaming Revenue during the applicable period is more than the applicable Milestone.

Section 2.3 Closing Balance Sheet

(1) Within 90 days following the Closing Date, the Company shall prepare and deliver to the Purchaser, Draft Closing Statements (in accordance with IFRS) in the form attached as Schedule 2.3 (the "Draft Closing Statements") setting out the Closing Balance Sheet, with all relevant amounts, including Net Working Capital, estimated as at the Closing Date.

Section 2.4 Closing Consideration

(1) The Purchaser shall have 45 days from receipt of the Draft Closing Statements to review the Draft Closing Statements. The Purchaser shall, within such 45 day period, prepare and deliver to the Vendors final IFRS financial statements of the Company as of the Closing Date prepared in accordance with Schedule 2.3 and this Agreement (the "Closing Statements"), which shall include a calculation Net Working Capital as at the Closing Date ("Final Net Working Capital"). Subject to mutual agreement or determination by the Purchaser and the Vendors and subject to resolution of any dispute pursuant to Section 2.5, an adjustment to the amounts payable by the Purchaser to the Vendors pursuant to the Vendor Take Back Note shall occur such that the amount equal to the Final Net Working Capital shall be added to the amounts payable, or deducted from the amounts payable, as applicable, to the Vendors pursuant to Section 2.2(1)(c).

(2) After receipt of the Closing Statements, the Vendors shall have 30 Business Days to review the Closing Statements (the "Review Period"). During the Review Period, the Vendors and its accountant shall have full access to the relevant Books and Records of the Purchaser, the personnel of, and work papers prepared by, the Purchaser or the Purchaser's accountant to the extent that they relate to the Closing Statements, and to such historical financial information relating to the Closing Statements as the Vendors may request for the purpose of reviewing the Closing Statements and to facilitate preparation of an objection as set forth in Section 2.4(3).

(3) If the Vendors objects to any matter or amount in the Closing Statements, the Vendors shall give notice to the Purchaser no later than 30 Business Days after delivery to the Vendors of the Closing Statements (the "Objection"). Any Objection shall set out, in reasonable detail, the particulars of the Objection.

(1) The Vendors and the Purchaser shall use reasonable efforts to resolve an Objection or Gross Gaming Revenue Dispute within the period ending 30 days following the giving of the applicable notice.

(2) If an Objection or Gross Gaming Revenue Dispute is not resolved by the Vendors and the Purchaser by the end of such 30 day period, then the matter shall be submitted by the Vendors and the Purchaser to a mutually acceptable, independent, nationally recognized accounting firm that has not performed services for any of the Purchaser, the Vendors or the Company in the preceding five years (the "Independent Accountant"), with a mandate to resolve the matter promptly and, in any event, within 30 days after the Independent Accountant's appointment. Any submissions of the Purchaser, or the Vendors to the Independent Accountant will be disclosed to the other Party, and such Party will be afforded a reasonable opportunity to respond to such submissions. The determination by the Independent Accountant, who will act as an expert and not as an arbitrator, will be made only with respect to specific items under dispute by the Vendors and the Purchaser, and will be final and binding on the Parties. The Purchaser and the Vendors together shall equally share the fees and expenses of the Independent Accountant.

(3) Within three Business Days after the Independent Accountant issues a final determination in respect to an Objection, the Vendor Take Back Note shall be amended in accordance with Section 2.4(1) above. For the avoidance of doubt, any adjustment to the amounts owed by Purchaser pursuant to the Vendor Take Back Note shall not be duplicated pursuant to any adjustment determined pursuant to this Section 2.4(2).

Section 2.6 Withholding

The Purchaser, the Company, the Vendors and any Person making any payment for or on behalf of the Purchaser or the Vendors shall be entitled at any time to deduct, withhold and remit to any Governmental Authority from any amount otherwise payable pursuant to this Agreement in respect of the transactions contemplated under this Agreement any amounts required by Applicable Law to be deducted, withheld or remitted. Notwithstanding anything in this Agreement to the contrary, any deducted, withheld or remitted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction, withholding or remittance was made. The Person with the obligation to make such withholding will notify the payee as soon as practicable after determining that such withholding is likely to apply or does apply, so that the payee may seek its own advice with respect thereto.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Each of the Vendors jointly and severally represent and warrant to the Purchaser as stated below, and acknowledges that the Purchaser are relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase.

Section 3.1 Vendors Matters

(1) Authorization of Purchase. The Company and the Vendors have all requisite power, authority and legal capacity to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the Purchase. The execution and

delivery by the Company and the Vendors, respectively, of each of the Transaction Documents to which it is a party and the performance by it of the transactions have been duly and validly authorized and approved by all requisite corporate or other applicable organizational action on its part, and no other proceeding on the part of the Company or the Vendors is necessary to authorize the Transaction Documents to which it is a party.

(2) Enforceability. Each Transaction Document to which the Company or the Vendors are a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

(3) No Other Equity Interests or Purchase Agreements. The Purchased Shares constitute all of the shares, equity and similar interests in the capital of the Company of any class or description. No Person other than the Purchaser has any written or oral agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option, understanding or commitment, including a right of conversion or exchange attached to convertible securities, warrants or convertible obligations of any nature, for:

(a) the purchase, subscription, allotment or issuance of, or conversion into, any ownership interest in the capital of the Company;
(b) the purchase or other acquisition from the Vendors of any of the Purchased Shares or the Company; or
(c) the purchase or other acquisition from the Company of any of its undertaking, property or assets, other than in the Ordinary Course of Business.

(4) Restrictions. There are no restrictions of any kind on the transfer of any of the Purchased Shares except those set out in the articles or the bylaws of the Company, and as imposed by Applicable Law.

(5) Residence. Each Vendor is a citizen and resident of the Republic of Cyprus.

(6) Intema Shares. The Vendors acknowledge that they have not received a prospectus or any other information from the Purchaser and that it has relied entirely on the publicly available information and documents of the Purchaser and on the Vendors' own investigation in entering into this Agreement and receiving the Intema Shares as partial satisfaction of the Purchase Price.

Section 3.2 Corporate Matters

(1) Status and Capacity of the Company. Schedule 3.2(1) sets forth (a) the Company's and each Subsidiaries' respective jurisdiction of incorporation and (b) each jurisdiction in which the Company and the Subsidiaries are qualified to conduct business as a foreign corporation. Each of the Company and the Subsidiaries have been duly incorporated and are validly existing as a corporation in good standing under the laws of their respective jurisdiction of incorporation. The Company and the Subsidiaries have the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted. The Company has delivered to the

Purchaser true, correct and complete copies of its organizational documents and the organizational documents of the Subsidiaries.

(2) Qualification of the Company. The Company is registered, licensed or otherwise qualified to carry on business and to own and operate its assets under the laws of each jurisdiction in which the nature of the Business or the character, ownership or operation of the Company's assets makes such registration, licensing or qualification necessary under Applicable Law except where failure to be so registered would not result in a material adverse effect for the Company.

(3) Capitalization. Schedule 3.2(3) lists the authorized and outstanding securities of the Company, as well as the name of each record holder of such securities and the number and class of such securities held by such holder. All of the outstanding securities of the Company are owned, of record and beneficially, free and clear of all Encumbrances. There is no voting trust or other Contract (other than this Agreement) to which the Company is a party or is bound with respect to the voting, registration or transfer of the Company's securities. All of the outstanding securities of the Company have been duly authorized and are validly issued as fully paid and nonassessable. The Company has delivered to the Purchaser full and complete copies of the minute books and the capitalization table of the Company.

(4) Subsidiaries and Investments. Except as listed in Schedule 3.2(4) , the Company has no direct or indirect subsidiaries and does not own, directly or indirectly, any shares or other equity securities of any corporation nor does it have any equity or ownership interest in any business or Person. The Company is not subject to any obligation or requirement to provide funds to or make any investment in any business or Person by way of loan, capital contribution or otherwise.

(5) Title to Shares in Subsidiaries. The Company legally and beneficially owns and controls all of the outstanding shares in the capital of Livestream Ltd. with good and marketable title free and clear of any Encumbrances, adverse claims or claims of others. With the exception of those common shares held by Piotr Zhalau in the capital of Zubrsoft LLC, Livestream Ltd. legally and beneficially owns and controls all of the outstanding shares in the capital of Zubrsoft LLC and GGWP LLC with good and marketable title free and clear of any Encumbrances, adverse claims or claims of others. No Person other than the Purchaser has any written or oral agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option, understanding or commitment, including a right of conversion or exchange attached to convertible securities, warrants or convertible obligations of any nature, for:

(a) the purchase, subscription, allotment or issuance of, or conversion into, any ownership interest in the capital of the Subsidiaries;
(b) the purchase or other acquisition from the Vendors of any of the outstanding shares in the capital of the Subsidiaries or the Subsidiaries; or
(c) the purchase or other acquisition from the Subsidiaries of any of their undertaking, property or assets, other than in the Ordinary Course of Business.

(6) Options. There are no outstanding Options, warrants, rights, securities, debentures, loans or notes convertible or exchangeable for any shares or other securities of the Company or any of the Subsidiaries, and there is no Contract of any kind which may obligate the Company or the Subsidiaries to issue, purchase, redeem or otherwise acquire any of its equity.

(7) Corporate Records. The minute books and other corporate records of the Company and the Subsidiaries have been maintained in accordance with Applicable Law and copies of all such minute books and other corporate records of the Company and the Subsidiaries have been provided to Purchaser. The stock ledger, ownership records, register of directors and similar corporate records of the Company and the Subsidiaries are complete, accurate and current. The Company and the Subsidiaries are not in breach, default or violation (and no event has occurred that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of its governing documents.

Section 3.3 Financial Matters

(1) Financial Records. All material financial transactions of the Company and the Subsidiaries have been properly recorded in the Financial Records, which have been maintained in accordance with sound business and financial practice. The Financial Records fairly present the basis for the financial condition and the revenue, expenses and results of operations of the Company and the Subsidiaries and, together with all disclosures made in this Agreement, present fairly the financial condition and the revenue, expenses and results of operations of the Company and the Subsidiaries as of and to the date hereof.

(2) Annual Financial Statements. The Annual Financial Statements will have been prepared in accordance with IFRS, and present fairly the assets, liabilities, revenue, earnings, results of operations and financial condition of the Company and the Subsidiaries as at the date of the Annual Financial Statements and for the periods to which they relate.

(3) Liabilities of the Company. There are no liabilities or obligations of any nature (liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise) of the Company or the Subsidiaries of any kind whatsoever, and there is no basis for any assertion against the Company or the Subsidiaries of any liabilities or obligations of any kind, other than:

(a) the liabilities which will have been disclosed, reflected or provided for in the Annual Financial Statements;
(b) liabilities incurred since the date of the Annual Financial Statements which were incurred in the Ordinary Course of Business; and
(c) other liabilities or obligations disclosed in this Agreement.

(4) Debt Obligations. The Company does not have any liability or obligation for Indebtedness and the Company and the Subsidiaries are not party to any off-balance sheet arrangements.

(5) Non-Arm's Length Matters. Except as disclosed in Schedule 3.3(5), each of the Company and the Subsidiaries are not party to or bound by any Contract with, is not indebted to, and no amount is owing to the Company or any Subsidiary by, the Vendors or any officers, former officers, directors, former directors, shareholders or former shareholders of the Company or the Subsidiaries, or any Person not dealing at arm's length with any of the foregoing within the meaning of the Tax Act. Except as set forth on Schedule 3.3(5), since the date of the Annual Financial Statements, the Company and the Subsidiaries have not made or authorized any

payments to the Vendors, or any officers, former officers, directors, former directors, shareholders or former shareholders, or former optionholders of the Company, or to any Person not dealing at arm's length with any of the foregoing, except for reimbursement of regular expenses and salaries and other employment compensation payable to employees of the Company or the Subsidiaries in the Ordinary Course of Business and at the regular rates payable to them.

(6) Bank Accounts and Authorizations. Attached as Schedule 3.3(6) is a list of all safe deposit boxes and bank accounts of the Company and the Subsidiaries, including the names and addresses of the financial institutions at which they are maintained, and the names of all Persons having access or signing authority and of all powers of attorney given by the Company and the Subsidiaries.

Section 3.4 Property of the Company

(1) Title to Assets. Except as set out on Schedule 3.4(1), the Company and each Subsidiary is the owner of and has good and marketable title to all of its respective properties and assets free and clear of all Encumbrances except for Permitted Encumbrances. There are no agreements or commitments to purchase property or assets by the Company, other than in the Ordinary Course of Business.

(2) Sufficiency of Assets. The properties and assets owned, leased and licensed by the Company and the Subsidiaries are sufficient to permit the continued operation of the Business after the Closing Date in substantially the same manner as it has been historically conducted and include all proprietary rights, trade secrets and other property and assets, tangible and intangible, applicable to or used in connection with the Business. Neither the Vendors nor any other Person owns any assets which are being used in, or are reasonably necessary to carry on, the Business in the Ordinary Course of Business, except assets leased to the Company, the Subsidiaries, or disclosed in Schedule 3.4(1).

(3) Real Properties.

(a) The Company and the Subsidiaries do not own any real property and the Company nor any Subsidiary has any interest in, any real property.
(b) Except for the leases for the premises at 7-41C Amuratorskaya St, Minsk 220004, Belarus, and 89/3-404 Pobediteley Ave., Minsk 220020, Belarus (collectively, the "Premises"), the Company nor the Subsidiaries are party to or bound by any leases or subleases of real property.
(c) No part of the Premises is subject to any building or use restriction that restricts or prevents the use and operation of the Premises for its current use in connection with the Business.
(d) There are no work orders from any Governmental Authority outstanding against the Premises adversely affecting the Business, and the Company and the Subsidiaries have not received any work order deficiency notice, request or written advice of any breach of any Applicable Law in respect of the foregoing from any Governmental Authority which could, if not corrected, become a work order or could require performance of work or expenditure of money to correct.
(e) The Company and the Subsidiaries have no outstanding application for a re-zoning of the Premises and the Vendors are not aware of any proposed or pending change to any zoning affecting the Premises.
(f) The Company and the Subsidiaries are not presently negotiating (or contemplates negotiating or has committed to negotiate) any new lease, occupancy agreements, letters of intent or purchase agreements for any new sites or locations for the conduct of its business.

(4) Personal Property. Schedule 3.4(4) lists all locations where any items of tangible personal property owned by the Company or each Subsidiary are situate. The Company nor any Subsidiary is the lessee of any tangible personal property and is not a party to any conditional sale or other title retention Contract, except as disclosed in Schedule 3.4(4).

Section 3.5 Environmental Matters

(1) Compliance with Environmental Laws.

(a) the Company and each Subsidiary is, and has been, in compliance in all material respects with all Environmental Laws;
(b) the Company and each Subsidiary has complied with all reporting and monitoring requirements under all Environmental Laws, the Company and the Subsidiaries have not received any notice of any non-compliance with any Environmental Laws, and the Company has not ever been convicted of an offence for non-compliance with any Environmental Laws or been fined or otherwise sentenced or settled any prosecution under any Environmental Laws short of conviction;
(c) the Company and each Subsidiary has obtained, is, and has been, in compliance in all material respects with, all permits that are required pursuant to any Environmental Laws for the operation of its business;
(d) the Company and each Subsidiary has not treated, stored, disposed of, transported, handled or released any hazardous material in a manner that has given rise to any liability or obligation to undertake any investigation, monitoring, reporting, response, removal or cleanup action pursuant to any Environmental Laws; and
(e) to the Vendors' Knowledge, there are no circumstances related to the operation of the business which are reasonably likely to give rise to any liability or obligation under any Environmental Laws.

Section 3.6 Employment Matters

(1) Applicable Law. The Company and the Subsidiaries are in compliance in all material respects with all Applicable Law relating to employment and labour matters, including any provision thereof relating to wages, hours of work, worker classification (including the proper classification of workers as independent contractors and employees), vacation pay, pay equity, employment equity, discrimination in employment, overtime pay, occupational health and safety, workers' compensation and human rights. There are no outstanding employment or labour related claims, complaints, investigations or Orders under any Applicable Law. The Company and the Subsidiaries have withheld all amounts required by Applicable Law to be withheld from payments made to employees, contractors and consultants including, but not limited to, those with respect to income Tax withholdings, statutory pension plan contributions and employment insurance premiums and remittances, and the Company and the Subsidiaries have remitted such amounts to the appropriate Governmental Authority within the times required by Applicable Law.

(2) Employees. Schedule 3.6(2) contains: (i) the number of employees and independent contractors engaged by the Company and each Subsidiary; and (ii) a list of the Key Employees and a description of the services performed by each. Except as set out in Schedule 3.6(2), no employee of the Company is on long-term disability leave, extended absence or receiving benefits for disability. Correct and complete copies of all agreements with each employee have been delivered to the Purchaser. The Company is not party to any agreement with an employee, through an employment agreement, offer letter or any other type of contract, under which the employee is guaranteed (i) employment for any duration, (ii) compensation or benefits at a certain level; or (iii) severance or termination pay.

(3) Employee Plans. Except as disclosed in Schedule 3.6(3), the Company and the Subsidiaries do not have a pension plan, profit sharing plan or bonus plan, group insurance or similar plan, or material Contract, undertaking or arrangement, whether oral, written or implied, for employees (each, a "Company Benefit Plan"). The Company has delivered to the Purchaser true, correct and complete copies of the following documents with respect to Company Benefit Plans, to the extent applicable: (i) the most recent plan documents and all amendments thereto; (ii) the most recent summary plan description; (iii) the most recent trust instruments, insurance contracts and contracts with third party administrators and all amendments thereto; and (iv) where the Company Benefit Plans are oral commitments, written summaries of the terms thereof.

(4) Employee Policies, Rules, etc. Schedule 3.6(4) lists all material policies, procedures and work-related rules of the Company in effect with respect to employees of the Company and the Subsidiaries, whether written or oral, including policies regarding holiday, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements (collectively, "Employee Policies"). Copies of all documentation establishing or relating to the Employee Policies or, where the Employee Policies are oral commitments, written summaries of the terms of such Employee Policies, and the most recent financial statements and actuarial reports and all reports and returns in respect of the Employee Policies filed with any regulatory agency or other Governmental Authority within one year prior to the date hereof have been provided to the Purchaser.

(5) Labor Representation. The Company and the Subsidiaries are not a party to or bound by any labor or collective bargaining agreement with a union. To Vendors' Knowledge, (i) no petition has been filed or proceedings instituted by any employee or group of employees with any labor relations board seeking recognition of a bargaining representative, and (ii) there is no organizational effort currently being made or threatened in writing by, or on behalf of, any labor union to organize employees and no written demand for recognition as a bargaining representative of employees of the Company and the Subsidiaries has been made by, or on behalf of, any labor union.

(6) Effect of this Agreement. The consummation of the transactions contemplated by this Agreement will not constitute an event under any of the Employee Policies or any Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer. No indication has been received by the Company or the Subsidiaries that any employee will give, or have given, notice of an intention to terminate their employment relationship with the Company or any of the Subsidiaries as a result of the sale of the Purchased Shares or for any other reason. The relationships of the Company with each of its employees are satisfactory and, to the Vendors' Knowledge, there are no unresolved disputes with any such employee.

Section 3.7 Conduct of Business

(1) Contracts. Schedule 3.7(1) lists or identifies all Material Contracts. The Company and the Subsidiaries are not, nor to the Vendors' Knowledge is any other party to any Material Contract, in default under any Material Contract in any material respect, and there has not occurred any event which, with the lapse of time or giving of notice or both, would constitute a default under any Material Contract by the Company or the Subsidiaries or, to the Vendors' Knowledge, any other party to any Material Contract. Each Material Contract is in full force and effect, unamended by written or oral agreement, and the Company is entitled to the full benefit and advantage of each Material Contract in accordance with its terms. The Company has not received any written notice of a default by the Company under any Material Contract or of a dispute between the Company and any other Person in respect of any Contract. The completion of the Purchase will not afford any party to any Material Contract or any other Person the right to terminate any Material Contract nor will the completion of such transactions result in any additional or more onerous obligation on the Company under any Material Contract. A correct and complete copy of each written Material Contract has been delivered to the Purchaser.

(2) Licenses and Compliance with Law. Schedule 3.7(2) lists all Licenses and such Licenses are the only Licenses required for the operation of the Business. Such Licenses are held by the Company or the applicable Subsidiary free and clear of any and all Encumbrances. The Business is being conducted by the Company in material compliance with all terms and conditions of the Licenses and in compliance with the Territorial Laws. The Licenses are valid and are in full force and effect, the Company and the Subsidiaries are not in violation of any term or provision or requirement of any License, and no Person has threatened in writing to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose conditions in respect of, any License. Except as set forth on Schedule 3.7(2), the Purchaser may, immediately following the Closing, rely upon all such Licenses for the lawful operation of the Business under Territorial Laws without transfer, reissuance, consent, payment or other action with, to, from or by any Governmental Authority in such license jurisdictions.

(3) Consents. Except for the required consents as specified in Schedule 3.7(3) (the "Required Consents"), no Consent of, or filing, declaration or registration with, or notice to any Governmental Authority or any other Person, which has not been received or made, is required to be obtained or made by the Vendors, the Company or any of the Subsidiaries for the execution and delivery of this Agreement or for the consummation of the transactions contemplated by this Agreement. Each Required Consent has been obtained and is in full force and effect. Except for the Required Consents, neither the Company nor the Vendors are under any obligation, contractual or otherwise, to request or obtain any Consent or to give any notice to any Governmental Authority or other Person:

(a) by virtue of or in connection with the execution, delivery or performance by the Vendors of this Agreement or the completion of the Purchase;
(b) to avoid the loss of any License or to avoid the violation, breach or termination of, or any default under, or the creation of any Encumbrance under the terms of, any Applicable Law;
(c) to avoid conflicting with, resulting in a violation or breach of, resulting in the loss of any material benefit under, constituting a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, resulting in the termination, modification or cancellation of or a right of termination, modification or cancellation under, or accelerating the performance required under, any Contract related to the Business; or
(d) in order that the authority and ability of the Company to carry on the Business in the Ordinary Course of Business and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the Purchase.

(4) Compliance with Laws. The Company and its Subsidiaries are carrying on the Business and are not in violation in any material respect of any Territorial Laws. To the extent there is in this Agreement a more specific representation and warranty dealing with a specific area of law (e.g. employment), that representation and warranty will supersede and fully replace this representation and warranty.

(5) Insurance. Schedule 3.7(5) sets out a list of all insurance policies (including the name of the insurer, policy number, coverage limits, amount of deductible, type of insurance, expiry date, annual premiums and details of pending claims) maintained by, or for the benefit of, the Company in respect of its assets, business operations, directors, officers and employees. All such insurance policies are valid and enforceable and in full force and effect and provide insurance, including liability and product liability insurance, in such amounts and against such risks as is customary for companies engaged in businesses similar to that carried on by the Company to protect the employees, properties or assets, except as would not adversely affect the Company. The Company is not in default with respect to the payment of any premium, is in compliance with any of the provisions contained in any such insurance policy, and the Company has not failed to give any notice or present any claim within the appropriate time.

(6) Litigation. Except as set out on Schedule 3.7(6), there are no actions, applications, complaints, claims, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of the Company, the Subsidiaries, or the Vendors), pending or, to the Vendors' Knowledge, threatened, by or against or affecting the Vendors, the Company, or the Subsidiaries or otherwise affecting any of its respective properties or assets, at law or in equity, or before or by any court or other Governmental Authority, domestic or foreign, nor are there grounds, to the Vendors' Knowledge, on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

(7) Anti-Corruption and Trade Compliance Practices. The Company, the Subsidiaries and their respective directors, officers, employees, agents, consultants and representatives conduct and at all times have conducted the Business in compliance with all Territorial Laws related to antibribery, anti-corruption, money laundering, export restrictions, anti-boycott regulations and embargo regulations and all Territorial Laws which imposes economic sanctions or prohibits the sale of any good or service to, or the purchase of any good or service from, any Person or Governmental Authority (collectively "Anti-Corruption and Trade Practices Laws"). No action, suit, proceeding or investigation involving the Company, the Subsidiaries or any of their respective directors, officers, employees, agents, consultants or representatives with respect to any applicable Anti-Corruption and Trade Practices Laws is pending or, to the Vendors' Knowledge, threatened. Without limiting the generality of the foregoing, to the Vendors' Knowledge neither the Company, the Subsidiaries, nor any of their respective directors, officers, employees, agents, consultants or representatives:

(a) has, in the course of any action for, or on behalf of, the Company or a Subsidiary (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) paid or received any bribe or otherwise unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) violated or taken any act that would violate any provision of the Corruption of Foreign Public Officials Act (Canada), Criminal Code (Canada), the U.S. Foreign Corrupt Practices Act of 1977 or other similar laws of other jurisdictions, in each case to which the Company and the Subsidiaries are subject;
(b) is a Person identified under any Anti-Corruption and Trade Practices Laws or otherwise a target of economic sanctions under any other Territorial Law; or
(c) has engaged in any business with any Person with whom, or for a purpose that, or in any country in which, it is prohibited for a Person to engage under any Anti-Corruption and Trade Practices Laws.

The Company and the Subsidiaries have adopted, implemented and maintained policies and procedures as required by its Licenses designed to ensure, and which are reasonably expected to ensure, continued compliance with applicable Anti-Corruption and Trade Practices Laws.

Section 3.8 Tax Matters

(1) Except as set out in Schedule 3.8, the Company and the Subsidiaries have duly and on a timely basis prepared and filed with each Governmental Authority all Tax Returns required to be filed by Applicable Law, and all such Tax Returns are true, complete and correct in all material respects. Copies of (a) all Tax Returns filed in respect of the three fiscal years of the Company ending prior to the date hereof, and (b) all Tax Returns filed with a Governmental Authority in respect of the current fiscal year of the Company, have been provided to the Purchaser.

(2) The Company and the Subsidiaries have paid, collected and remitted all Taxes and instalments on account of Taxes, which are due and payable, collectible or remittable, as the case may be regardless of whether shown in any Tax Return. Adequate provision will be made in the Annual Financial Statements for all material Taxes for the periods covered by the Annual Financial Statements. The Company and the Subsidiaries have no material liability or accrued or accruing liability for Taxes other than those arising in the Ordinary Course of Business since the date of the Annual Financial Statements. There are no Encumbrances for Taxes upon the Company's assets (other than current Taxes not yet due and payable).

(3) Except as disclosed in Schedule 3.8, there are no actions, suits, proceedings, investigations, deficiencies, adjustments, audits or claims now pending or, to the Vendors' knowledge, threatened, against the Company or the Subsidiaries in respect of Taxes, and there has at no time within the past five years been a matter under discussion, dispute, audit or appeal with any Governmental Authority relating to Taxes. Neither the Company, the Subsidiaries nor the Vendors has received any written indication from any Governmental Authority that an assessment (which matter has not been resolved) of the Company is proposed in respect of any Taxes, regardless of its merits.

(4) There are no Contracts, waivers or other arrangements providing for any extension of time with respect to the filing of any Tax Return or the payment of any Taxes by the Company or the Subsidiaries or the period for any assessment of Taxes. The Company has not requested, received or entered into any advance Tax rulings or advance pricing agreements with any Governmental Authority which have continuing effect. The Company and the Subsidiaries are not party to or bound by any Tax allocation, indemnity or sharing agreement which has continuing effect.

(5) The Company and the Subsidiaries have not acquired property or services from, or sold property or rendered services to, any Person not dealing at arm's length with it (for purposes of the Tax Act), or from or to any Person in circumstances that could result in the Company or the Subsidiaries becoming liable to pay an amount in respect of Taxes of such Person under the Tax Act, and the Company and the Subsidiaries are in compliance with any Applicable Law in respect of transfer pricing.

(6) The Company and the Subsidiaries have withheld from each amount paid or credited to any Person the amount of Taxes required to be withheld and has remitted such Taxes to the proper Governmental Authority within the time required under Applicable Law.

(7) No claim has ever been made in writing by any Governmental Authority in a jurisdiction where the Company does not presently file Tax Returns that it is or may be subject to taxation by that jurisdiction or is required to file Tax Returns in that jurisdiction, which claim has not been resolved. Schedule 3.8 shows each jurisdiction in which the Company files or is or has been required to file Tax Returns, and no circumstances exist that require or could require a Tax return to be filed or Taxes to be or become due or payable in any other jurisdiction.

Section 3.9 Property Rights and Technology

(1) Intellectual Property

(a) Schedule 3.9(1)(a) contains a true and correct list of all Business Intellectual Property that is Registered Intellectual Property owned by the Company and each Subsidiary. Each item of Registered Intellectual Property listed on Schedule 3.9(1)(a) is valid and subsisting. With respect to each item of Registered Intellectual Property listed on Schedule 3.9(1)(a), the Company, or the applicable Subsidiary, has made all necessary payments and filed all necessary documents for the purposes of prosecuting, establishing ownership and maintaining such Registered Intellectual Property in the name of the Company or the Subsidiary, and there are no interference, re-examination, cancellation or opposition proceedings

associated therewith. To the Vendors' Knowledge, there are no facts that reasonably could be expected to render any of the Business Intellectual Property invalid or unenforceable or adversely affect the ability of the Company or the Subsidiaries to use the Business Intellectual Property immediately following the Closing Date in the same manner used and contemplated to be used by the Company prior to the Closing Date.

(b) Schedule 3.9(1)(b) contains a true and complete list of all Proprietary Software and Proprietary Databases. Schedule 3.9(1)(b) contains a true and correct list of (i) each item of Open Source Software that is contained in, bundled with, distributed with or linked to the Proprietary Software or Proprietary Databases, or from which any part of the Proprietary Software or Proprietary Databases is derived, (ii) the applicable license terms for each such item of Open Source Software, (iii) the Proprietary Software or Proprietary Database to which each such item of Open Source Software relates, and (iv) an indication of whether the code underlying the Open Source Software is modified or distributed by the Company and the Subsidiaries. The Open Source Software listed on Schedule 3.9(1)(b) does not have license or other usage terms that require, as a condition of the Company's use of the Proprietary Software and Proprietary Databases as currently conducted in the Business, that the Proprietary Software or Proprietary Databases or data incorporated into, derived from or internally distributed with the Proprietary Software and Proprietary Databases be (x) disclosed or, in the case of Proprietary Software, distributed in source code form, (y) licensed for the purpose of making derivative works, (z) redistributable at no charge, or otherwise impose any other material limitation, restriction or condition on the right or ability of the Company to use or distribute the Proprietary Software or Proprietary Databases. The Company has implemented reasonable compliance programs and anti-malware technologies in accordance with industry standards to prevent the Proprietary Software and the Proprietary Databases, and the Company's Computing Systems, from containing any material programming errors or Harmful Code.
(c) Schedule 3.9(1)(c) contains a true and complete list of all Licensed Software and Licensed Databases, together with a list of the relevant license(s) therefor. With respect to all Licensed Software and Licensed Databases, the Company and the Subsidiaries have licensed a sufficient number of 'seats' or 'users' to account for its use of such Licensed Software and Licensed Databases.
(d) Schedule 3.9(1)(d) contains a true and complete list of all Business Intellectual Property that any Person other than the Company or the Subsidiaries owns (excluding Licensed Software, Licensed Databases and Off-the-Shelf Software).
(e) Schedule 3.9(1)(e) contains a true and complete list of (i) each license or other right to use any Business Intellectual Property that the Company or the Subsidiaries have granted to any other Person and (ii) the item of Business Intellectual Property to which the license or other right relates, other than end user license agreements pursuant to publicly posted terms. The Company and the Subsidiaries are not bound to any Contract containing a covenant or other provision that (x) limits or restricts the ability of the Company to use, exploit, license or commercialize the Proprietary Software or Proprietary Databases in any material respect or (y)

requires the Company to license any Proprietary Software or Proprietary Databases to any Person outside of the Ordinary Course of Business. No Person has a perpetual or irrevocable right to access or use the Proprietary Software or Proprietary Databases.

(f) The Company and the Subsidiaries own all right, title and interest in and to, or are licensed to use pursuant to a valid, written license agreement, all Business Intellectual Property, in each case free and clear of all Encumbrances except Permitted Encumbrances. All Business Intellectual Property will be available for use by the Company immediately after Closing in the same manner as used prior to Closing. The Business Intellectual Property comprises all Intellectual Property necessary for the Company to conduct the Business in the same manner as it was conducted immediately prior to Closing.
(g) To the Vendors' Knowledge, the operation of the Business as presently conducted, and the Company's and the Subsidiaries' use of the Business Intellectual Property as presently used, does not infringe, violate or misappropriate any Intellectual Property of any other Person. To the Vendors' Knowledge, the Company, the Subsidiaries, and the prior operation of the Business have not previously infringed, violated or misappropriated the Intellectual Property of any other Person. The Company and the Subsidiaries have not received any written notice or written claim from any other Person alleging that the Company infringes, violates or misappropriates any Intellectual Property of any other Person. There are no current actions or, to the Vendors' Knowledge, threats of actions in which the Company has alleged the infringement, violation or misappropriation of any Business Intellectual Property by any other Person, and, to the Vendors' Knowledge, there has been no infringement, violation or misappropriation by any other Person of the Business Intellectual Property owned by the Company. None of the Business Intellectual Property owned by the Company and, to the Vendors' Knowledge, none of the Business Intellectual Property owned by another Person, is subject to any Order issued by a Governmental Authority that prevents the use thereof by the Company. To the Vendors' Knowledge, no action is pending or threatened against the Company that challenges either (i) the legality or validity of any Business Intellectual Property owned by the Company or (ii) a right of the Company to enforce, use or own any Business Intellectual Property, nor is there a valid basis for any such action. None of the Business Intellectual Property owned by the Company was developed, authored or conceived either exclusively or partially with funds from a Governmental Authority or using the facilities of any Governmental Authority that would grant any ownership right or license therein to any Person.
(h) The Company has taken commercially reasonable measures to maintain and protect (a) all of the Business Intellectual Property owned by the Company and the Subsidiaries and (b) any confidential information that has been disclosed to it by another Person, in each case so as not to adversely affect the validity or enforceability thereof, and no loss or expiration of any of Business Intellectual Property owned by the Company and the Subsidiaries is threatened or pending, except for Intellectual Property expiring at the end of its statutory term (and not as a result of any act or omission by the Company or the Subsidiaries, including any failure to pay any required maintenance fees).
(i) All current and former employees of the Company and the Subsidiaries, and all current and former consultants and contractors retained by the Company and the Subsidiaries, have executed and delivered to the Company written agreements in which they agree to maintain the confidentiality of confidential Business Intellectual Property, assign to the Company any Intellectual Property they may have in any Business Intellectual Property which may arise in their name. In each case where the Company or the Subsidiaries have acquired ownership of any Intellectual Property from any Person, the Company has obtained a valid and enforceable assignment sufficient to irrevocably assign to the Company ownership of, and all right title and interest to, such Intellectual Property, and a valid and enforceable waiver of moral rights sufficient to defend any claim therefor.
(j) The Company and the Subsidiaries (and its employees, officers, directors, consultants and contractors) have not disclosed any trade secrets other than pursuant to a valid and enforceable confidentiality agreement. To the Vendors' Knowledge, there has been no unauthorized disclosure of any trade secrets included in the Business Intellectual Property or breach of any obligations of confidentiality with respect to such trade secrets.
(k) No portion of any source code for the Proprietary Software has been delivered, licensed or made available to any Person, except to employees and contractors of the Company or the Subsidiaries who are authorized to use the source code only for the Company's and the Subsidiaries internal business purposes and who are bound to valid, written Contracts requiring the employee or contractor to maintain the confidentiality of such source code. No Persons have any right to receive a copy of the source code for the Proprietary Software, whether from escrow or otherwise.
(l) No current or former employees, directors, officers, shareholders, consultants, advisors or non-arm's-length persons of the Company or the Subsidiaries are direct or indirect licensors of any Intellectual Property.

(2) IT Systems

(a) The Computer Software, Computer Databases, systems, servers, network equipment and other information technology systems used by the Company or the Subsidiaries (collectively, the "IT Systems") are in all material respects adequate and sufficient (including with respect to working condition and capacity) for the conduct and operation of the Business. The Company (and any Persons acting on its behalf) has taken commercially reasonable measures that comply with applicable industry security standards to maintain the performance, security, and integrity of the IT Systems. The Company and the Subsidiaries have commercially reasonable back-up and disaster recovery arrangements in the event of a failure of the IT Systems.
(b) Schedule 3.9(2)(b) sets out a list of all material third party application programming interfaces ("APIs") used in connection with the Business. All APIs and Online Accounts are used in accordance with their published licenses, terms of use, privacy policies and other contracts or documentation, and the Company nor

have the Subsidiaries received any notice that any such APIs or Online Accounts have been used by the Company in violation thereof.

(c) The Company and the Subsidiaries have in place appropriate back-up systems (including electrical power, telecommunications, heating, ventilating, air conditioning and water systems) and business continuity and disaster recovery plans, procedures and facilities necessary to ensure the continuing availability of the functionality provided by the Computer Systems in the event of any malfunction or other form of unscheduled unavailability affecting the Computer Systems and has taken all steps and implemented all procedures appropriate to safeguard the Computer Systems and prevent unauthorized access to the Computer Systems.
(d) Schedule 3.9(2)(d) sets forth a complete and accurate list of all physical locations of the Computer Systems, including those used by the Business in connection with the Curacao License, but excluding Computer Systems owned by employees or contractors for the purposes of conducting remote work. Except as set forth in Schedule 3.9(2)(d), the listed Computer Systems are validly owned by the Company or the respective Subsidiary. To the extent that Computer Systems or the use thereof are provided to the Company or a Subsidiary by a third party, including a provider of software as a service, platform as a service, infrastructure as a service, or other such resources, except as outlined in Schedule 3.9(2)(d), the Company has a written agreement with such third party. Copies of all such agreements have been provided to the Purchaser. All such agreements are in good standing and in full force and effect and enforceable by the Company in accordance with their terms.
(e) All the source code for the computer software used in the Company's and the Subsidiaries' Computer Systems (other than unmodified, commercial off-the-shelf computer software generally available to the public or businesses) is in the possession of the Company or a Subsidiary or, is subject to written source code escrow agreements that would enable the Company or a Subsidiary to have access to such source code in the event of the applicable licensor's insolvency or failure or refusal to maintain or provide support for the software. Copies of all such agreements have been provided to the Purchaser. All such agreements are in good standing and in full force and effect and enforceable by the Company or a Subsidiary in accordance with their terms.

(3) Privacy

(a) The Company and the Subsidiaries have maintained and complied with a written information security program ("Information Security Program") that (i) complies in all material respects with Territorial Laws, including all applicable privacy and data security laws, and in all material respects with its commitments under Contracts to which the Company or a Subsidiary is a party, and (ii) is designed and implemented in accordance with applicable industry security standards in all material respects. The Company's Information Security Program includes administrative, technical, and physical safeguards appropriate to the Company's size and complexity and the nature and scope of its activities. The Company's written Information Security Program is, at a minimum, designed to:

(i) ensure the security, integrity and confidentiality of all Personal Information and other sensitive customer information that the Company processes;
(ii) protect against any reasonably anticipated threats or hazards to the security or integrity of any Personal Information or other sensitive customer information that the Company processes;
(iii) protect against unauthorized access to or use of Personal Information or other sensitive customer information that the Company processes; and
(iv) ensure compliance with the foregoing requirements by the Company's employees, contractors, representatives, service providers and Vendors.
(b) The Company and the Subsidiaries have taken commercially reasonable administrative, technical and physical measures to ensure that all User Data and Personal Information is protected against loss, damage, and unauthorized access, use, modification or other misuse. To the Vendors' Knowledge, there have been no Security Incidents. No Person or Governmental Authority has made any written complaint or claim, or commenced any investigation, claim or proceeding, with respect to any Security Incident.
(c) The consummation of the transactions contemplated by this Agreement will not violate any of the Company's policies or Contracts, or require the Company to provide any notice to, or seek any consent from, any user, employee, customer, supplier, service provider or other third party under such Contracts as it relates to User Data or Personal Information, except for any notice requirement under Applicable Law related to the collection, use and disclosure of Personal Information. Except for restrictions set out in Applicable Law related to the collection, use and disclosure of Personal Information and the policies and consents under which any User Data or Personal Information was collected, there shall be no restriction on the use by the Purchaser of User Data or Personal Information collected by the Company prior to the Closing Date. The manner in which User Data and Personal Information has been obtained by the Company materially complies with: (i) all Applicable Law related to the collection, use and disclosure of Personal Information; and (ii) the Company's policies and procedures as described in this Agreement.
(d) The Company and the Subsidiaries are, and has always been, conducting the Business in compliance, with all Applicable Law relating to or governing (i) the collection, compilation, use, storage, security, disclosure and transfer of User Data and Personal Information; (ii) sending, causing or permitting to be sent to an electronic address a commercial electronic message, and (iii) installing or causing to be installed a computer program on any other Person's computer systems.

Section 3.10 General Matters

Broker Fees. Except as disclosed in Schedule 3.10, neither the Vendors, the Company, the Subsidiaries, nor their respective Affiliates and representatives, has employed any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this

Agreement who might be entitled to a fee or any commission from the Company upon consummation of the transactions.

Section 3.11 U.S Securities Matters

(1) Each of the Vendors is not a U.S. Person and are not acquiring the applicable Closing Consideration Shares on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States.

(2) The Vendors' voting equity is beneficially owned by Persons resident outside the United States and the Vendors' affairs are wholly controlled and directed from outside of the United States.

(3) The Vendors have no intention to distribute either directly or indirectly any of the Closing Consideration Shares in the United States, except in compliance with the U.S. Securities Act.

(4) The Vendors have no intention to use the Transaction to avoid the registration requirements of the U.S. Securities Act and any applicable state securities laws.

Section 3.12 No Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER THE VENDORS NOR THE COMPANY (NOR ANY OTHER PERSON) MAKES OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY, ITS SUBSIDIARIES, THE BUSINESS, OR ANY OF THE ASSETS OF THE COMPANY OR ITS SUBSIDIARIES, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE PROBABLE SUCCESS, FUTURE REVENUE OR PROFITABILITY OF THE COMPANY AFTER THE CLOSING AND VENDORS AND THE COMPANY (ON BEHALF OF THEMSELVES AND EACH OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES) HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY NOT SET FORTH IN THIS AGREEMENT.

ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

The Purchaser represents, warrants and covenants to the Vendors and acknowledges that the Vendors are relying on the accuracy of each such representation, warranty and covenant in entering into this Agreement and completing the Purchase.

Section 4.1 Purchaser Matters

(1) Status and Capacity of Purchaser. The Purchaser has been duly incorporated and organized, is a subsisting company in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power and capacity to own, sell and operate its property, carry on its business, execute and deliver this Agreement, issue the Intema Shares, consummate the Purchase and otherwise perform its obligations under this Agreement.

(2) Authorization of Purchase. The execution and delivery of this Agreement and the consummation of the Purchase: (a) have been duly and validly authorized by all necessary

corporate action on the part of each member of the Purchaser and no other corporate proceedings on the part of each member of the Purchaser are necessary to authorize this Agreement or the Purchase, and (b) do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of the Purchaser's constating documents, shareholders' agreements, resolutions of its board of directors or shareholders, or contracts by which it is bound.

(3) Enforceability. This Agreement has been duly and validly executed and delivered by the Purchaser and is a valid and legally binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency and other laws affecting creditors' rights generally and to general principles of equity.

(4) No Conflict. The execution, delivery and performance by the Purchaser of this Agreement does not (and would not with the giving of notice, the passage of time or the happening of any other event or circumstance) result in a breach or a violation of, or conflict with, any judgement, judicial order or decree of any Governmental Authority, or a breach or a violation of, or conflict with, any Applicable Law.

(5) Liabilities of the Purchaser. There are no liabilities or obligations pending or, to the knowledge of the Purchaser, threatened against the Purchaser or otherwise affecting any of its properties or assets which, if determined adversely, would have a material adverse effect on it or its ability to enter into this Agreement or consummate the transactions contemplated under this Agreement. There is no Order binding upon the Purchaser which limits, prohibits or constrains their ability to enter into this Agreement or consummate the transactions contemplated under this Agreement.

(6) Regulatory Approvals. The Purchaser will take, at its cost, all such steps and proceedings as may be reasonably required to obtain all necessary consents or approvals from any applicable Governmental Authority and, if applicable, the shareholders of the Purchaser with respect to the transactions contemplated in this Agreement, and will comply with all Applicable Law to obtain the required Regulatory Approvals herein.

(7) Securities Law Matters. The Intema Shares will, on Closing, be issued in accordance with the terms and conditions of this Agreement, at the time of issuance be issued, in compliance with all Applicable Law (including securities laws) and subject to all restrictions of transfer required thereby. The Intema Shares have been duly authorized for issuance and sale by all necessary action on the part of the Purchaser and, when issued by the Purchaser and delivered by the Purchaser, will be validly issued and will be outstanding as fully paid and non-assessable.

(8) Public and Regulatory Filings.

(a) The Purchaser is a 'reporting issuer' in the province of British Columbia, Alberta and Québec and is in compliance, in all material respects, with the securities laws of such provinces and the applicable rules and regulations of the TSXV. No delisting with respect to, the Intema Shares or any other securities of the Purchaser is pending or, to the knowledge of the Purchaser, threatened, and no legal proceedings have been instituted that might result in any such action being taken or order being made, and no written notification or other communication in writing

from a securities regulator threatening to take any such action or make any such order has been received by the Purchaser.

(b) The Purchaser has prepared and filed with the securities regulators in each of the jurisdiction where it is a 'reporting issuer' all material documents required to be filed by it under Applicable Laws as a result of its status as a 'reporting issuer'. All documents and information included in the public record were, as of their respective dates, in compliance in all material respects with Applicable Laws and did not, as of their respective dates, contain a misrepresentation (as such term is defined in the Securities Act (Québec)). As of the date of this Agreement (i) the Purchaser has not filed any confidential material change report or similar document that is not generally available to the public with any securities regulator or any stock exchange, and (ii) there is no adverse "material change" (as such term is defined the Securities Act (Québec)) in respect of the Purchaser or the Intema Shares that has not been generally disclosed (within the meaning of applicable securities laws).

(9) Broker Fees. The Purchaser, nor its respective Affiliates and representatives, has employed any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or any commission based upon consummation of the transactions.

ARTICLE 5 COVENANTS

Section 5.1 Interim Period Vendor Covenants

During the Interim Period, except as otherwise consented to in writing by the Purchaser or as expressly contemplated by this Agreement, the Vendors shall cause the Company and the Subsidiaries to:

(a) carry on the Business in the usual and ordinary course in substantially the same manner as previously conducted and to preserve intact its present business organization, use all reasonable efforts to keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having material business dealings with it;
(b) not create, incur, assume or guarantee any Indebtedness, or extend or modify any existing Indebtedness, without the written approval of the Purchaser;
(c) not make any loans, advances, drawings or capital contributions to, or investments in, any Person (other than advances of expenses to employees of the Company and the Subsidiaries in the Ordinary Course of Business);
(d) not cancel any debts owed to, or waive any material claims or rights held by the Company or the Subsidiaries;
(e) keep in full force its current insurance policies, if any, or without permitting any termination, cancellation or lapse thereof, to enter into replacement policies providing coverage equal to or greater than the coverage under those cancelled, terminated or lapsed for substantially similar premiums;
(g) except in the Ordinary Course of Business, not (i) increase the compensation of any director, officer, employee, consultant, contractor or agent of the Company, (ii) pay to or for the benefit of, or agree to pay to or for the benefit of, any director, officer, employee, consultant, contractor or agent of the Company any pension or retirement allowance or other benefit not required by the existing Company Benefit Plans or Contracts, or (iii) amend any of the Company Benefit Plans or other arrangements referred to in this clause (g) now in existence;
(h) except in the Ordinary Course of Business, not sell, transfer, mortgage or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage or otherwise dispose of or encumber, any of the Company's or the Subsidiaries' properties or assets, real, personal or mixed; or
(i) do anything that would cause any of the representations and warranties of the Vendors under this Agreement or under any other document delivered pursuant to this Agreement to be false or misleading.

Section 5.2 Other Covenants of Purchaser and Vendors.

(1) During the Interim Period, the Purchaser will diligently and in good faith, at its own expense but with the reasonable cooperation of the Company and the Vendors, work toward having its wholly owned subsidiary, Livestream Esports Limited, being granted by the Isle of Man Governmental Authorities a License under the Online Gambling Regulation Act (OGRA) 2001 further to its ongoing application. The Purchaser will proactively notify the Vendors of any circumstance that puts the likelihood obtaining of such License in jeopardy. If for any reason this agreement terminates and the transactions hereby are not contemplated, it will immediately cause its subsidiary to rename itself to a name that does not use the Company's branding as reasonably acceptable to the Vendors, and, without limiting any other obligation in this Agreement, it will ensure that it does not use any of the Vendor's Confidential Information or Intellectual Property for any purpose other than those strictly related to the wind-down of this Agreement and not for the operation of any business by such subsidiary.

(2) To the extent that the Company or the Subsidiaries are entitled to a cash refund from any Governmental Authority (or credit received in lieu of a cash refund) in respect of the reassessment pursuant to the Company's corporate tax return for the 2021 taxation year (the "Reassessment"), the Purchaser shall deliver such amount to the Vendors as additional Purchase Price within fifteen days of receipt of such Reassessment (or use of such credit); provided, that, notwithstanding the foregoing, if any such Reassessment is subsequently reduced or disallowed, the Vendors shall promptly reimburse the Purchaser for the amount of any reduction or disallowance of such Reassessment previously paid to the Vendors and such reimbursement shall be treated as a reduction to the Purchase Price.

(3) The Vendors shall have the sole responsibility and control, at the sole expense of the Vendors, over the handling of the matters in respect the Reassessment (including responding to all correspondences from any Governmental Authority). The Purchaser shall not be required to pursue the Reassessment, however, the Purchaser shall provide the Vendors and their authorized representatives with, upon the Vendors' reasonable request, reasonable access, during normal business hours, to the Financial Records of the Company in connection with such Reassessment; provided, that such access shall not extend to any information that is subject to any applicable confidentiality restrictions or attorney-client, work product, trade secret or other privilege.

(4) The Vendors shall also prepare at its expense and in a timely manner all Tax Returns for the Company and the Subsidiaries in respect of period ending before the Closing Time and provide each such Tax Return to the Purchaser, along with any and all supporting documentation reasonably required to verify the amounts reported in the Tax Return, no less than thirty (30) days before the filing due date for the Tax Return in the case of income Taxes, ten (10) days before the filing due date in the case of any other Taxes, or such shorter period as may be reasonably agreed to by the Purchaser. The Vendors shall be responsible for the Taxes due to the applicable Governmental Authority with respect to the periods ending before the Closing Time and for the Taxes due from January 1, 2021 to the Closing Date. If the Purchaser or the Company is required by law to remit any such Taxes and the Vendors does not remit such Taxes, the Purchaser has the option to set-off the amount of any Taxes owed by the Vendors against any other amounts payable by the Purchaser or the Company to the Vendors under this Agreement. Upon the Purchaser's confirmation, acting reasonably, that it is satisfied with the accuracy of the Tax Return, the Purchaser will cause an authorized person of the Company, as the case may be, to execute the Tax Return and file it with the applicable Governmental Authority on or before the applicable filing due date. If the Vendors completed a Tax Return in a timely manner and provided it to the Purchaser in accordance with this Section 5.2(4), the Vendors will not be liable for, and the Purchaser may not make a claim for indemnification under Article 7, in respect of any penalties or other costs or charges associated with the late filing of the Tax Return, and Purchaser shall indemnify the Vendors for any penalties imposed on the Vendors. This paragraph is subject to the disclosure in Schedule 5.2(4).

(5) No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated in this Agreement may be made except with the prior written consent and approval of the other Party, such consent not to be unreasonably withheld, and provided, that such Party shall reasonably cooperate to prepare a joint press release to be issued on or following the Closing regarding consummation of the transactions contemplated by this Agreement.

(6) Acknowledging that the following was a fundamental inducement to the Vendors' negotiation of the Purchase Price and, in particular, the structure of the Vendor Take-Back Note and the Milestone Payments upon which the Vendors are relying, the Purchaser shall make a cash contribution in the amount of $6,000,000 to the operations of the Company (the "Capital Contribution") over a period of 2 years following the Closing Date pursuant to the following terms:

(a) a minimum of $2,000,000 of the Capital Contribution shall be paid to the Company by the date that is 2 months following the Closing Date;
(b) at least an additional $2,000,000 of the Capital Contribution shall be paid to the Company by the date that is 14 months following the Closing Date; and

(c) the remaining balance of the Capital Contribution shall be paid to the Company by the date that is 2 years following the Closing Date.

(7) Following the Closing Date, and in any event, prior to the termination of Piotr Zhalau's employment with the Company, Piotr Zhalau, shall assign and transfer all of the common shares held by him in the capital of Zubrsoft (the "Zubrsoft Shares") to a Person identified by the Purchaser in its sole discretion. Piotr Zhalau shall not sell, assign, transfer, convey, mortgage, charge, pledge, hypothecate or grant a security interest to or in the Zubrsoft Shares to any Person other than a Person identified by the Purchaser.

ARTICLE 6 CONDITIONS

Section 6.1 Purchaser's Conditions

The obligations of the Purchaser under this Agreement are subject to the conditions set out in this Section 6.1 which are for the exclusive benefit of the Purchaser and all or any of which may be waived, in whole or in part, by the Purchaser in their sole discretion by notice given to the Company and the Vendors. The Company and the Vendors shall take all actions, steps and proceedings as are reasonably within their control to cause each of such conditions to be fulfilled or performed at or before the time specified for Closing.

(1) Truth of Representation and Warranties. All representations and warranties of the Vendors contained in this Agreement shall have been true in all material respects, except for representations and warranties that contain a materiality qualification which shall be true in all respects, as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of that date, except to the extent that any representation or warranty is specifically given as of a certain date or is affected by the occurrence of events in the Ordinary Course of Business or transactions expressly contemplated and permitted by this Agreement, or otherwise consented to in writing by the Purchaser.

(2) The Company's and the Vendors' Obligations. The Company and the Vendors shall have performed each of their obligations under this Agreement to the extent required to be performed on or before the Closing Date.

(3) Consents. The Purchaser and the Company will have obtained all authorizations, approvals and other actions by, and have made all filings with, any securities regulatory authority from which any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, to the extent required to be obtained prior to Closing, and all such authorizations, approvals and other actions are in full force and effect and all such filings have been accepted.

(4) No Proceedings. No action or proceeding at law or in equity will be pending or threatened by any person or Governmental Authority to enjoin or prohibit:

(a) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendors to dispose of any of the Purchased Shares; or

(b) the right of the Company and the Company's Affiliate to carry on the Business, in the normal course of the Business as presently carried on in the past.

(5) No Options. At the Closing Time, there will be no shares, options, warrants or other securities of the Company outstanding other than as set out on Schedule 3.2(3) hereto; and

(6) No Encumbrances. The Company will have no Encumbrance, other than Permitted Encumbrances, on the Company's assets or have incurred any liabilities other than as reflected in the Annual Financial Statements or incurred in the Ordinary Course of Business.

(7) Shareholder Credit Documents. The Company shall have terminated the Shareholder Credit Documents.

(8) Isle of Man License. Via the commercially reasonable efforts of the Purchaser, with the reasonable cooperation of the Company and the Vendors, in accordance with Section 5.2(1), the Purchaser's subsidiary Livestream Esports Limited shall have obtained the Isle of Man license described in Section 5.2(1).

Section 6.2 The Company's and Vendors' Conditions.

The obligations of the Vendors under this Agreement are subject to the conditions set out in this Section 6.2 which are for the exclusive benefit of the Vendors and all or any of which may be waived, in whole or in part, by the Vendors in their sole discretion by notice given to the Purchaser. The Purchaser shall take all actions, steps and proceedings as are reasonably within their control to cause each of such conditions to be fulfilled or performed at or before the time specified for Closing.

(1) Truth of Representation and Warranties. All representations and warranties of the Purchaser contained in this Agreement shall have been true in all material respects, except for representations and warranties that contain a materiality qualification which shall be true in all respects, as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of that date (except to the extent that any representation or warranty is specifically given as of a certain date).

(2) The Purchaser's Obligations. The Purchaser shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date.

(3) Consents. The Purchaser and the Company will have obtained all authorizations, approvals and other actions by, and have made all filings with, any securities regulatory authority from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, to the extent required to be obtained prior to Closing, and all such authorizations, approvals and other actions are in full force and effect and all such filings have been accepted.

(4) No Proceedings. No action or proceeding at law or in equity will be pending or threatened by any person or Governmental Authority to enjoin or prohibit:

(a) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement;

(b) the right of the Vendors to sell the Purchased Shares;
(c) the Purchaser entering into the Vendor Take Back Note;
(d) the issuance of Intema Shares; or
(e) the right of the Purchaser to carry on their business, in the normal course of business as carried on in the past.

ARTICLE 7 SURVIVAL AND INDEMNITIES

Section 7.1 Survival, Notice by the Purchaser

No Damages may be recovered for a breach of a representation or warranty pursuant to Section 7.2 or Section 7.3, unless a Claim Notice is delivered by the Party making such a claim on or before the last day of the survival period for the applicable representation pursuant to this Section 7.1 as follows:

(a) Fundamental Representations and claims based on fraud shall survive indefinitely following the Closing Date;
(b) with respect to Tax Representations, at any time on or before the date that is 30 days after the expiration of the last of the limitation periods applicable thereto contained in the Tax Act and any other Applicable Law subsequent to the expiration of which an assessment or reassessment or other form or recognized document assessing liability for Tax under the Tax Act or other Applicable Law, as the case may be, for the period ended on the Closing Date cannot be issued to the Company (such period to include any period extended by any agreement, waiver or arrangement with any Governmental Authority); and

all other representations and warranties shall survive for a period of two years following the Closing Date.

Section 7.2 Indemnification of Purchaser

Subject to Section 7.5, Section 7.5(2) and Section 7.7, each of the Vendors, severally and not jointly, covenants and agrees with the Purchaser to indemnify the Purchaser's Indemnified Parties and save them fully harmless, against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatever to:

(a) any incorrectness in or breach of any representation or warranty of the Vendors and the Company contained in this Agreement;
(b) any breach or any non-fulfilment of any covenant or agreement on the part of the Company or the Vendors contained in this Agreement;
(c) any Taxes of the Company relating to periods or any portion thereof on or prior to the Closing Date that are not reflected on the Closing Statements; and

(d) the Excluded Liabilities.

Section 7.3 Indemnification of Vendors

The Purchaser covenants and agrees with the Vendors to indemnify the Vendors' Indemnified Parties and save them fully harmless, against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatever to:

(a) any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement; and
(b) any breach or non-fulfilment of any covenant or agreement on the part of the Purchaser contained in this Agreement.

Section 7.4 Claim Notice

(1) If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Damages in respect of which a right of indemnification is provided for under this Article 7, the Indemnified Party shall within five (5) Business Days of becoming so aware give written notice thereof (a "Claim Notice") to the Indemnifying Party, provided that no failure to do so shall affect the Indemnifying Party's obligation to indemnify hereunder except that it is prejudiced by such failure. The Claim Notice shall specify whether the potential Damages arise as a result of a claim by a Person against the Indemnified Party (a "Third Party Claim") or whether the potential Damages arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a "Direct Claim"), and shall also specify with reasonable particularity (to the extent that the information is available):

(a) the factual basis for the Direct Claim or Third Party Claim, as the case may be;
(b) the specific sections of this Agreement pursuant to which indemnification is being sought;
(c) the estimated amount of the potential Damages arising therefrom; and
(d) such other information as is reasonably necessary to enable the Indemnifying Party to assess the merits of the potential claim.

(2) Nothing in this Section 7.4 shall be construed to affect the time within which a Claim Notice must be delivered pursuant to Section 7.5(1) and Section 7.5(2) in order to permit recovery pursuant to Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(c), Section 7.3(a) or Section 7.3(b), as the case may be.

Section 7.5 Monetary Limitations.

(1) Damages from Vendors. Notwithstanding anything contained in this Agreement to the contrary, from and after Closing, no Vendor shall not be liable for any amounts for which the Purchaser's Indemnified Parties are otherwise entitled to indemnification pursuant to Section 7.2(a) unless the aggregate amount of all Damages for which the Purchaser's Indemnified Parties are entitled to indemnification pursuant to Section 7.2(a) exceeds $175,000, in which case the accumulated aggregate amount of all Damages may be recovered from such Vendor, subject to the Indemnity Cap (the "Aggregate Claim Threshold").

(2) The maximum aggregate liability of each of the Vendor for Damages under Section 7.2(a) shall be limited to 15% to the aggregate cash Purchase Price actually paid to such Vendor (in respect of each such Vendor, the "Indemnity Cap"). Provided however, the limitations in this Section 7.5(2) shall not apply (a) to any breach of a Fundamental Representation or Tax Representation, or (b) fraud, for which the maximum aggregate liability shall be the entire Purchase Price. Notwithstanding anything else in this Agreement, no Vendor shall be individually liable to the Purchaser for any amount in excess of the aggregate Purchase Price actually paid to such Vendor.

(3) Damages from Purchaser. Notwithstanding anything contained in this Agreement to the contrary, from and after Closing, the Purchaser shall not be liable for any amounts for which each Vendor's Indemnified Parties are otherwise entitled to indemnification pursuant to Section 7.3(a) unless the aggregate amount of all Damages for which such Vendor's Indemnified Parties are entitled to indemnification pursuant to Section 7.3(a) exceeds, on a cumulative basis, the Aggregate Claim Threshold in which event the accumulated aggregate amount of all Damages may be recovered from the Purchaser.

(4) The maximum aggregate liability of the Purchaser for Damages under Section 7.3(a) shall be limited to 15% of the aggregate cash Purchase Price paid or payable to the Vendors hereunder (for the Purchaser, the "Indemnity Cap"); provided, however, the limitations in Section 7.6(4) shall not apply (a) to any breach of a Fundamental Representation, (b) fraud, for which the maximum aggregate liability shall be the entire Purchase Price, or (c) the indemnity under Section 7.3(b).

(5) Subject to the limitations set forth in this Section 7, the liability of each Vendor for any and all Damages related to a breach of any representation, warranty, condition or covenant under this Agreement shall be paid: first from the Milestone Payments payable to such Vendor, and if (after the conclusion thereof) any amounts remain payable, second from the Vendor Take-Back Note payable to such Vendor; and, last, if any amount still remains payable, from the Vendors directly.

Section 7.6 Mitigation

(1) Each Indemnified Party shall use reasonable efforts to mitigate any claim or liability that such Indemnified Party asserts or is reasonably likely to assert under this Article 7. In the event that any Indemnified Party shall fail to make such reasonable efforts to mitigate any such claim or liability, then notwithstanding anything contained in this Agreement to the contrary, the Indemnifying Party shall not be required to indemnify the Indemnified Party for that portion of any Damages that would reasonably be expected to have been avoided if the Indemnified Party had made such efforts.

(2) Damages will not include any insurance proceeds actually recovered and any indemnity, contribution or other similar payment actually received by an Indemnified Party with respect to such claim (such proceeds or payments to be paid over to the Indemnifying Party up to the amount paid by the Indemnifying Party hereunder if received after payment of Damages by the Indemnifying Party); provided, however, that in each case such amounts actually received by the

Indemnified Party shall, for the purposes of determining the amount of Damages, be reduced by the amount of the fees, expenses and other out-of-pocket costs incurred by the Indemnified Party to collect such amounts.

(3) Notwithstanding anything herein to the contrary, no Person shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person has been indemnified or reimbursed for such amount under any other provision of this Agreement, any other Transaction Document or otherwise. An Indemnifying Party shall not be liable for any losses, liabilities, damages and expenses to the extent that they are attributable to the Indemnified Party's fraud, gross negligence or intentional misconduct.

Section 7.7 Direct Claims.

In the case of a Direct Claim, the Indemnifying Party shall have 60 days from receipt of a Claim Notice in respect thereof within which to make investigation of the matter for which the Indemnified Party is seeking indemnification hereunder. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party or any of its representatives the information relied upon by the Indemnified Party to substantiate its right to be indemnified under this Article 7, together with all such other information as the Indemnifying Party may reasonably request. If the Parties fail to agree at or before the expiration of such 60-day period (or any mutually agreed upon extension thereof), the Indemnified Party shall be free to pursue such remedies as may be available to it subject to the terms and conditions hereof.

Section 7.8 Third Party Claims

(1) Rights of Indemnifying Party. In the case of a Third Party Claim, the Indemnifying Party shall have 60 days from receipt of a Claim Notice to elect, at its option, to exercise its right to assume and control the defense of, at its own expense and by counsel of its own choosing, any such Third Party Claim, and shall be entitled to assert any and all defences available to the Indemnified Party to the fullest extent permitted by Applicable Law.

(2) Respective Rights on Indemnifying Party's Assumption of Control. If the Indemnifying Party elects to assume control of any such Third Party Claim as contemplated by Section 7.8(1) the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defence of such Third Party Claim. Such cooperation shall include (a) allowing the Indemnifying Party and its representatives to investigate the fact, matter, event or circumstance alleged to give rise to the Third Party Claim and using commercially reasonable efforts to make available to the Indemnifying Party, its then current officers, directors and employees to act as witnesses (including interviews, the preparation and submission of witness statements and the giving of evidence at any related hearing); (b) promptly furnishing all material and information relating to the Third Party Claim; (c) preserving all material evidence relating to the Third Party Claim; and (d) providing reasonable access to any representatives of the Parties as reasonably needed; provided that, in each case, such cooperation shall not unduly interfere with the operation of the Indemnified Party's business. The Indemnifying Party shall not consent to the settlement or discharge of such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the relief consists solely of money Damages to be paid by the Indemnifying Party and unless the settlement or discharge does not involve any finding or admission of any violation of Applicable Law or admission of any wrongdoing of the Indemnified Party. Notwithstanding the Indemnifying Party's

election to assume the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to monitor the defence of such Third Party Claim, and the Indemnified Party shall bear the reasonable fees, costs and expenses of such separate counsel, which fees and expenses shall not be included in the calculation of Damages for purposes of determining whether the Indemnity Cap has been exceeded.

(3) No Assumption of Control by Indemnifying Party. If the Indemnifying Party, after receiving a Claim Notice with respect to a Third Party Claim, does not elect to assume control of such Third Party Claim within 60 days after receipt thereof or if the Indemnifying Party fails to conduct the defence with reasonable diligence, the Indemnified Party shall have the right to assume control of such Third Party Claim (upon providing further written notice thereof to the Indemnifying Party), subject to the right of the Indemnifying Party to (a) assume the control of such Third Party Claim at any time prior to the settlement or final determination thereof; and (b) approve the counsel selected by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall not agree to the settlement or discharge of, or admit any liability with respect to, any such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Article 7, no Indemnifying Party shall have any liability under this Article 7 for any Damages arising out of or in connection with any Third Party Claim that is settled or discharged by an Indemnified Party without the prior, written consent of such Indemnifying Party.

Section 7.9 Characterization of Indemnification Payments.

Unless otherwise required by Applicable Law, any payment made pursuant to this Article 7 shall be treated for all Tax purposes as an adjustment to the Purchase Price.

Section 7.10 Other Indemnification Terms.

Any payment made by an Indemnifying Party to an Indemnified Party under this Article 7 shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of the Direct Claim or Third Party Claim. Prior to making an indemnification claim hereunder, an Indemnified Party shall first make a claim to recover any Damages under any applicable insurance policy covering such Damages. An Indemnified Party shall use its commercially reasonable efforts to mitigate Damages for which an Indemnifying Party is required to indemnify such Indemnified Party under this Article 7; provided, however, (a) that no party shall be required to take any action to recover Damages from any third Person (including for the avoidance of doubt, initiating Claims) except as set forth expressly herein, and (b) in no event shall an Indemnified Party be required to incur costs in connection therewith in excess of the amount it deems, in good faith, is necessary to remedy the breach that gives rise to the Damages. Solely for purposes of calculating the amount of any Damages under this Article 7, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, material adverse effect, or other similar qualification contained in or otherwise applicable to such representation or warranty.

ARTICLE 8 CLOSING

Section 8.1 Closing

Closing shall take place on the Closing Date virtually (through exchange of copies of signatures or e-signatures) at the Closing or at such location(s) in any other manner as may be mutually agreed upon by the Parties.

Section 8.2 Vendors' Deliveries

At the Closing, the Company and the Vendors shall deliver or cause to be delivered to the Purchaser or the Purchaser's legal counsel, in each case duly executed and in form and substance acceptable to the Purchaser, acting reasonably:

(a) the certificates representing the Purchased Shares, duly endorsed for transfer to or as directed by the Purchaser;
(b) if applicable, a written resignation of each director and officer of the Company requested by the Purchaser to resign;
(c) the Employment Agreement duly executed by Piotr Zhalau and the Company;
(d) the Annual Financial Statements of the Company for fiscal years 2021 and 2020;
(e) all agreed to material third party consents required for consummation of the Transaction;
(f) a certificate of good standing, or its equivalent, of the Company and each Subsidiary issued by the appropriate Governmental Authority in the respective jurisdiction of incorporation;
(g) a certificate, duly executed by a senior officer or director of the Company, certifying: (i) the constating documents of the Company; (ii) resolutions of directors of the Company approving the entering into of this Agreement and the completion of the Purchase; (iii) a list of directors and officers of the Company authorized to sign this Agreement and any other documents required to be delivered hereunder;
(h) a certificate addressed to the TSXV and the Purchaser, duly executed by a senior officer of the Company, certifying: (i) Livestream (Cyprus) holds the intellectual property rights to the LOOT.BET platform which it licenses to the Company; (ii) the Livestream (Cyprus) does not engage in the provision of betting services either in the Republic of Cyprus or anywhere else in the world; (iii) the Company provides online betting services via LOOT.BET; (iv) the Company does not offer betting services in the Republic of Cyprus and has thereby implemented systems and controls to prevent residents of the Republic of Cyprus from accessing LOOT.BET; and (v) the Company does not carry on gaming activities in Belize and does not allow access to the betting platform to residents of Belize and has thereby implemented systems and controls to prevent residents of Belize from accessing LOOT.BET;
(i) a certificate from the Vendors addressed to the Purchaser dated as of the Closing Date confirming that the conditions described in Section 6.1(1) and Section 6.1(2) have been satisfied; and
(j) such other documents as the Purchaser may reasonably request for the purpose of facilitating the performance or consummation of the transactions contemplated hereunder, including any undertaking required by the TSXV.

Section 8.3 Purchaser Deliveries

At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendors, in each case duly executed and in form and substance acceptable to the Vendors and the Purchaser, acting reasonably:

(a) payment of the Closing Date Payment as contemplated by Section 2.2(1)(a);
(b) the Vendor Take Back Note duly executed by the Purchaser;
(c) a Hypothec in favour of the Vendors with respect to the Vendor Take Back Note;
(d) a certificate, duly executed by a senior officer or director of the Purchaser, certifying (i) the constating documents of the Purchaser; (ii) resolutions of directors of the Purchaser approving the entering into of this Agreement and the completion of the Purchase; (iii) a list of directors and officers of the Purchaser authorized to sign this Agreement and any other documents required to be delivered hereunder;
(e) a certificate from a senior officer or director of the Purchaser addressed to the Company dated as of the Closing Date confirming that the conditions described in Section 6.2(1) and Section 6.2(2) have been satisfied;
(f) a certificate of good standing of the Purchaser issued by the appropriate Governmental Authority in their jurisdiction of incorporation; and
(g) correspondence from the TSXV confirming the acceptance for filing of the Purchase.

ARTICLE 9 MISCELLANEOUS

Section 9.1 Time

Each party understands that the time periods set out in this Agreement were specifically negotiated and that no extension, amendment or abridgement thereto, or waiver thereof, shall be permitted except as agreed by the Parties in writing, at all times acting reasonably.

Section 9.2 Further Assurances

Each Party shall from time to time promptly execute and deliver all further documents and take all further action as a Party may reasonably request to give effect to the provisions and intent of this Agreement and to complete the Purchase.

Section 9.3 Notice

All notices that may be or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by courier or sent by email:

(a) if to the Purchaser:

6500 Transcanada Highway, Suite 209 St. Laurent, Québec H4T 1X3 Attention: E-mail: Laurent Benezra [Email address redacted]

with a courtesy copy (which copy will not constitute notice to the Company) to:

McMillan LLP 1000 Sherbrooke Street West Suite 2700 Montreal, Québec H3A 3G4 Attention: Maxime Lemieux E-mail: [email protected]

(b) if to the Vendors or the Company:

95 Archbishop Makarios III Ave., Charitini Court, 1st floor, Office 102 1071 Nicosia, Cyprus Attention: E-mail: Piotr Zhalov [Email address redacted]

with a courtesy copy (which copy will not constitute notice to the Company) to:

DLA Piper (Canada) LLP 666 Burrard St Suite 2800, Park Place Vancouver, British Columbia V6C 2Z7 Attention: Ryan Black E-mail: [email protected]

or to any other address or Person that the Party designates. Any notice, if delivered personally or by courier, will be deemed to have been given and received on the day it is so delivered and at such address.

Section 9.4 Arbitration.

(1) Unless otherwise expressly provided in this Agreement or agreed in writing by the Parties and the Parties unable to amicably settle a Dispute within 15 days, all disputes, disagreements, controversies, questions or claims of the Vendors, on the one hand, and the Purchaser on the other hand, relating to this Agreement (hereinafter referred to as a "Dispute"), shall be determined by a

sole arbitrator (hereinafter referred to as the "Arbitrator") under the International Commercial Arbitration Act, 2017 (Ontario) (hereinafter referred to in this Section 9.4 as the "Arbitration Act"). Subject to the Arbitration Act, the resolution of Disputes pursuant to this Section shall be final and binding upon the Parties, and there shall be no appeal therefrom, including, without limitation, any appeal to a court on a question of law, a question of fact or a question of mixed fact and law. In addition:

(a) the Arbitrator shall be such Person as agreed by the Parties, or if such Person is unable or unwilling to serve as Arbitrator, then any other Person to whom the Parties can agree. If the Parties cannot agree, the Arbitrator will be appointed by the ADR Institute of Ontario on the application of any Party on notice to all the other Parties. No individual shall be appointed as Arbitrator unless he or she agrees in writing to be bound by the provisions of this Section 9.4;
(b) the arbitration shall take place at a location agreed upon in writing by the Parties;
(c) subject to the Arbitration Act, the Arbitrator may conduct the arbitration in the manner the Arbitrator considers appropriate;
(d) the language to be used in the arbitration shall be English;
(e) the Parties desire that any Dispute should be conducted in strict confidence and that there shall be no disclosure to any Person of the existence of the Dispute or any aspect of the Dispute except as is necessary for the resolution of the Dispute; and
(f) the Arbitrator shall have the right to determine all questions of law and jurisdiction, including questions as to whether a claim is arbitrable, and shall have the right to grant legal and equitable relief including injunctive relief and the right to grant permanent and interim injunctive relief, and final and interim damages awards. The Arbitrator shall also have the discretion to award costs, including reasonable legal fees and expenses, reasonable expert's fees and expenses, reasonable witnesses' fees and expenses pre-award and post-award interest and costs of the arbitration.

(2) Any Party may seek an order of a court of competent jurisdiction to enforce the award of the Arbitrator.

Section 9.5 Governing Law

This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario (without giving effect to principles of conflict of laws) and the federal laws of the Canada applicable therein. Subject to Section 9.4, the Parties attorn to the nonexclusive jurisdiction of the Courts of the Province of Ontario.

Section 9.6 Legal and Accounting Fees

Each of the Parties will pay its own legal, accounting and other fees and expenses incurred in connection with the Agreement and the Closing and all other costs and expenses whatsoever and howsoever incurred, and in the case of the Company, the Vendors shall be solely responsible for all expenses incurred in connection with this Agreement.

Each Party acknowledges that a breach or threatened breach by such Party of any of its obligations under this Agreement would give rise to irreparable harm to another Party for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such Party of any such obligations, any other Party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post bond.

Section 9.7 Entire Agreement

This Agreement, the Schedules, and other agreements executed and delivered in connection herewith constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior Contracts, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral. There are no representations, warranties, covenants, conditions or other Contracts, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set out in this Agreement. The Parties are not relying on any other information, discussion or understanding in entering into this Agreement and completing the Purchase. This Agreement shall supersede and replace the LOI, which is hereby terminated and of no force or effect.

Section 9.8 Amendment

No amendment, supplement, restatement or termination of any provision of this Agreement is binding unless it is in writing and signed by the Purchaser, the Company and the Vendors at the time of the amendment, supplement, restatement or termination.

Section 9.9 Waiver

No waiver of any provision of this Agreement is binding unless it is in writing and signed by all the Parties to this Agreement entitled to grant the waiver. No failure to exercise, indulgence, forbearance or other accommodation, and no delay in exercising, any right or remedy, under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision.

Section 9.10 Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

(a) the legality, validity or enforceability of the remaining provisions of this Agreement; or
(b) the legality, validity or enforceability of that provision in any other jurisdiction.

No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties. The Purchaser may, without such consent in writing, assign, directly or indirectly, its rights (but not its obligations) hereunder to any of its Affiliates, provided, however, that no such assignment shall relieve the Purchaser of its obligations hereunder. Any purported assignment of rights or delegation of obligations in violation of this Section 9.11 shall be null and void, and of no effect. This Agreement inures to the benefit of and binds the Parties and their respective successors and permitted assigns.

Section 9.12 No Third Party Beneficiaries

Without limiting the ability of an Indemnified Party to make a claim for indemnification under this Agreement, or an Indemnifying Party to assert a defense or right as against an Indemnitee in the context of a claim made by such Indemnified Party, this Agreement is for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9.13 Authorization of the Seller Representative.

(1) Without further action by any other party, the Seller Representative is hereby appointed, authorized and empowered to act as an agent, representative and attorney-in-fact for each of the Vendors, in connection with and to facilitate the consummation of the transactions contemplated hereby, including related to (i) delivery or receipt of any notice or approval required of the Vendors hereunder, or (ii) the negotiation and payment of the final Closing Statements, and Final Net Working Capital contemplated by Article 2; and (iii) all other such items and matters set forth in this Agreement contemplating participation by the Seller Representatives (collectively, "Seller Representative Actions"), in each case with the power and authority, including power of substitution, acting in the name of or for and on behalf of each Vendor, and subject to the limitations set forth herein or therein:

(a) to execute and deliver and receive such amendments, modifications, waivers and consents to this Agreement and the Disclosure Schedule as the Seller Representative, in its sole discretion, may deem necessary or desirable; provided that any such amendment or modification does not decrease the amount payable to any of the Vendors or increase the obligations or liabilities of any of the Vendors hereunder;
(b) to authorize the release of any funds in accordance with this Agreement;
(c) to give and receive all notices and communications to be given or received under this Agreement;
(d) to receive service of process in connection with any claims or legal proceedings under or in connection with this Agreement or the transactions contemplated hereby;
(e) to enforce and protect the rights and interests of the Vendors and the Seller Representative arising out of or under or in any manner relating to any Seller

Representative Actions, and to take any and all actions which the Seller Representative believes are necessary or appropriate in respect thereof, including asserting or pursuing any legal proceeding against the Purchaser, consenting to, compromising or settling any such claims, conducting negotiations with the Purchaser and its representatives regarding such claims;

(f) to refrain from enforcing any right of any Vendor or the Seller Representative arising out of or under or in any manner relating to any Seller Representative Action in connection with the foregoing; provided, that no such failure to act on the part of the Seller Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Seller Representative or by the Vendor unless such waiver is in writing signed by the waiving Vendor, if applicable, and by the Seller Representative;
(g) to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, equity transfer instruments, letters and other writings, and, in general, to do any and all things and to take any and all action that the Seller Representative, in their sole discretion, may consider necessary or proper or convenient in connection with or to carry out the Seller Representative Actions, and all other agreements, documents or instruments executed in connection therewith;
(h) to take all such other actions, as the Seller Representative shall deem necessary or appropriate, in their sole discretion, for the accomplishment of the foregoing and the consummation of the transactions contemplated hereby; and
(i) to exercise such other rights, powers and authorities as are delegated or granted to the Seller Representative under this Agreement.

(2) The Seller Representative shall be entitled to the payment by the Vendors of all its out-ofpocket expenses incurred as the Seller Representative subject to and in accordance with the terms and conditions set forth in this Agreement, which such amounts to be used by the Seller Representative to pay expenses incurred by the Seller Representative in its capacity as the Seller Representative. The Purchaser shall not have any liability to the Seller Representative in connection therewith. Furthermore, the Seller Representative shall be entitled to withhold and pay any expenses and amounts under or in connection with this Agreement on behalf of the Vendor to satisfy costs, expenses or liabilities of the Seller Representative in connection with the performance of its duties under this Agreement, including to negotiate, settle, compromise and make any required payments under any adjustments to Purchase Price or Milestone Payments hereunder on behalf of all Sellers. In connection with this Agreement, and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Seller Representatives hereunder,

(a) the Seller Representative shall incur no responsibility whatsoever to any of the Vendors by reason of any error in judgment or other act or omission performed or omitted hereunder or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents fraud or willful misconduct;

(b) the Seller Representative shall not be liable to the Vendors for any apportionment or distribution of payments made by the Seller Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Vendor to whom payment was due, but not made or not made in full, shall be to recover from the other Vendors any payment in excess of the amount to which such Vendor is determined to have been entitled; and
(c) the Seller Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Seller Representative pursuant to such advice shall in no event subject the Seller Representative to liability to any of the Vendors. Each Vendor shall indemnify, on a pro rata basis, the Seller Representative representing them against all losses (including any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any Seller Representative, Direct Claim or Third Party Claim, commenced or threatened or any claims whatsoever), arising out of or in connection with any Seller Representative Action, Direct Claim or Third Party Claim, or in connection with any appeal thereof, relating to the acts or omissions of the Seller Representative hereunder. The foregoing indemnification shall not apply in the event of any matter which finally adjudicates the liability of the Seller Representative hereunder for its willful misconduct or fraud.

(3) All of the indemnities, immunities and powers granted to the Seller Representative under this Agreement shall survive the Closing or any termination of this Agreement. The Purchaser shall have the right to rely upon all actions taken or omitted to be taken by the Seller Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon the Vendors. The grant of authority provided for herein (a) is coupled with an interest and shall be irrevocable and survives the death, incompetency, bankruptcy or liquidation of any of the Vendors, and (b) shall survive the Closing. Any amounts received by the Seller Representative on account of the Vendors shall be distributed to the Vendors, net of any reserve the Seller Representative may deem necessary in its reasonable discretion for reasonable expenses.

(4) Each Vendor acknowledges and agrees that the Seller Representative shall have no liability to, and shall not be liable for any losses of, any party in connection with any obligations of the Seller Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby. Each Vendor and the Seller Representative agree and acknowledge that the Purchaser and its Affiliates shall have no liability or obligation to any Person for any errors or omissions by the Seller Representative in calculating or allocating any amounts to be paid to, or to be paid by, any Vendor under this Agreement.

(5) The Vendors who, in aggregate, held a majority of the equity of the Company prior to the transactions contemplated hereby, may by affirmative vote appoint a new or successor Seller Representative, at any time. In the event of the death, incapacity, liquidation, dissolution, or resignation of any Person serving as a Seller Representative, as applicable, within 20 days of such death, incapacity, liquidation, dissolution, or resignation, the applicable Vendors shall choose the successor representative by affirmative majority vote of the Sellers in the same manner. Any such successor shall succeed to the rights and obligations of the applicable Seller Representative as the representative of such Vendors hereunder and shall be deemed the "Seller Representative" for such Vendors for all purposes hereunder. Any successor Seller Representative shall provide prompt notice of the appointment to the Purchaser.

Section 9.14 Counterparts Electronic Signatures

This Agreement may be signed and delivered in one or more counterparts, including by email, DocuSign or other means of electronic transmission, and each such counterpart shall together constitute one and the same instrument and be treated the same as an original signed copy.

[Signature page follows]

The parties have executed this Agreement as of the date first set forth above.

INTEMA SOLUTIONS INC.

By: (signed) "Laurent Benezra"

Name: Laurent Benezra Title: Chief Executive Officer

LIVESTREAM GAMING LTD.

By: (signed) "Piotr Zhalau"

Name: Piotr Zhalau Title: Director

VENDORS

(signed) "Piotr Zhalau"

Piotr Zhalau

(signed) "Nick Katselapov"

Nick Katselapov

(signed) "Evgueni Kislyi"

Evgueni Kislyi

[Schedules to this Agreement redacted]

AI assistant

React Gaming Group Inc. — Merger & Acquisition 2022

45148_rns_2022-01-27_ca4d8b20-b692-4592-a0eb-7b885830dace.pdf

SHARE PURCHASE AGREEMENT

AMONG

INTEMA SOLUTIONS INC.

AND

LIVESTREAM GAMING LTD.

AND

THE SELLERS IDENTIFIED HEREIN

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is dated as of January 27, 2022

AMONG:

RECITALS

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

(47) "Intellectual Property" means:

Section 1.2 Actions on Non-Business Days

Section 1.3 Calculation of Interest

Section 1.4 Calculation of Time

Section 1.5 Knowledge

Section 1.6 Additional Rules of Interpretation

Section 1.7 Schedules

ARTICLE 2 PURCHASE AND SALE

Section 2.1 Purchase and Sale of the Purchased Shares

Section 2.2 Purchase Price

Section 2.3 Closing Balance Sheet

Section 2.4 Closing Consideration

Section 2.6 Withholding

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1 Vendors Matters

Section 3.2 Corporate Matters

Section 3.3 Financial Matters

Section 3.4 Property of the Company

(3) Real Properties.

Section 3.5 Environmental Matters

(1) Compliance with Environmental Laws.

Section 3.6 Employment Matters

Section 3.7 Conduct of Business

Section 3.8 Tax Matters

Section 3.9 Property Rights and Technology

(1) Intellectual Property

(2) IT Systems

(3) Privacy

Section 3.10 General Matters

Section 3.11 U.S Securities Matters

Section 3.12 No Other Warranties

ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

Section 4.1 Purchaser Matters

(8) Public and Regulatory Filings.

ARTICLE 5 COVENANTS

Section 5.1 Interim Period Vendor Covenants

Section 5.2 Other Covenants of Purchaser and Vendors.

ARTICLE 6 CONDITIONS

Section 6.1 Purchaser's Conditions

Section 6.2 The Company's and Vendors' Conditions.

ARTICLE 7 SURVIVAL AND INDEMNITIES

Section 7.1 Survival, Notice by the Purchaser

Section 7.2 Indemnification of Purchaser

Section 7.3 Indemnification of Vendors

Section 7.4 Claim Notice

Section 7.5 Monetary Limitations.

Section 7.6 Mitigation

Section 7.7 Direct Claims.

Section 7.8 Third Party Claims

Section 7.9 Characterization of Indemnification Payments.

Section 7.10 Other Indemnification Terms.

ARTICLE 8 CLOSING

Section 8.1 Closing

Section 8.2 Vendors' Deliveries

Section 8.3 Purchaser Deliveries

ARTICLE 9 MISCELLANEOUS

Section 9.1 Time

Section 9.2 Further Assurances

Section 9.3 Notice

Section 9.4 Arbitration.

Section 9.5 Governing Law

Section 9.6 Legal and Accounting Fees

Section 9.7 Entire Agreement

Section 9.8 Amendment

React Gaming Group Inc. Merger & Acquisition 2022