Real Luck Group Ltd. — Capital/Financing Update 2020

Dec 31, 2020

THIS SUPPLEMENTAL WARRANT INDENTURE is made as of the 11th

day of

December, 2020

BETWEEN:

ESPORTS LIMITED a corporation existing under the laws of the Isle of Man

(the “ Corporation ”)

• and -

REAL LUCK GROUP LTD. , a corporation existing under the laws of of the Province of Alberta;

(“ Real Luck ”)

• and -

ODYSSEY TRUST COMPANY , a trust company incorporated under the laws of the Loan and Trust Corporations Act (Albert) with an office in the city of Calgary in the Province of Alberta

(the “ Warrant Agent ”)

WHEREAS :

• A. The Corporation and the Warrant Agent executed a warrant indenture (the “Original Warrant Indenture ”) dated as of June 9, 2020 providing for the issuance up to a maximum of 7,028,213 Warrants (as defined in the Warrant Indenture);

• B. Pursuant a business combination agreemen dated November 2, 2020 between the Corporation, Real Luck and an Isle of Man incorporated subsidiary (“ SubCo ”) of Real Luck, whereby, pursuant to an Isle of Man scheme of merger among the Corporation, Real Luck and SubCo, the Corporation and SubCo will merge and pursuant to the merger all holders of securities in the capital of the Corporation (including the Warrants) will receive an equivalent amount of securities of the resulting issuer (Real Luck) of the merger transaction (the “ Transaction ”), the Corporation will become a wholly-owned subsidiary of Real Luck and Real Luck will issue replacement Common share purchase warrants equivalent to the Warrants under, and goverened by, the Warrant Indenture on a one for one basis concurrently with the closing of the Transaction;

• C. Real Luck wishes to enter into this Supplemental Indenture (together with the Original Warrant Indenture, the “ Warrant Indenture ”) to expressly assume the due and punctual performance and observance of each and every covenant and condition of the Warrant Indenture required on the part of the Corporation, as required under section 8.2 of the Warrant Indenture;

• D. Upon completion of the Transaction and express assumption by Real Luck of the obligations of the Corporation under the Warrant Indenture, the Corporation shall be relieved of all obligations and covenants under the Warrant Indenture;

• E. Section 8.2 of the Warrant Indenture provides that the Corporation and the Warrant Agent may, subject to the terms and conditions therein, enter into indentures supplemental to the Warrant Indenture evidencing the succession of others to the Corporation and the covenants of and obligations assumed by any such successor;

• F. All necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the execution and delivery of this Supplemental Indenture, and any other documents contemplated therein, by each of Real Luck and the Corporation, to make the same effective and binding upon Real Luck and the Corporation, as applicable; and

• G. The foregoing recitals are made as representations and statements of fact by Real Luck and the Corporation, and not by the Warrant Agent.

NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, and the parties hereto agree as follows:

1. This Supplemental Indenture is supplemental to the Original Warrant Indenture, and the Original Warrant Indenture and the Supplemental Indenture shall hereafter be read together and shall have effect, so far as practicable, with respect to the Warrant Indenture as if all the provisions of the Warrant Indenture were contained in one instrument.

2. As of and from the date hereof, the Original Warrant Indenture is amended by, subject to the terms of section 6 hereof, removing the Corporation as a party to the Original Warrant Indenture and the Supplemental Indenture and replacing the Corporation with its successor, Real Luck, and making all changes necessary to give full and intended effect to this amendment and to ensure consistency in the Warrant Indenture.

3. In accordance with Sections 4.1(d) and 4.1(e) of the Warrant Indenture and notwithstanding any other provision of the Warrant Indenture, as and from the date hereof, any holder of Warrants who exercises such Warrants pursuant to the Warrant Indenture shall be entitled to receive and shall accept, in lieu of the Corporation’s shares it would otherwise have been entitled to acquire if the exercise has occurred immediately prior to the closing of the Transaction, a number of Real Luck shares as is equal to the number of such Common Shares it would otherwise have been entitled to receive. Upon exercise of each whole Warrant pursuant to the Warrant Indenture, holders of such whole Warrant shall be entitled to one Real Luck share at an exercise price set forth in the original Warrant, subject to further adjustments in accordance with the Warrant Indenture.

4. The Warrant Indenture is and shall remain in full force and effect with regards to all matters governing it and the Warrants, except as the Warrant Indenture is further amended, superseded, modified or supplemented in accordance with the terms thereof.

5. Real Luck hereby expressly covenants and agrees to assume and does assume all of the rights, covenants and obligations of the Corporation in and to the Warrant Indenture, and all of the covenants and obligations of the Corporation under the Warrants, in each case, as and from the date hereof. Without limiting the generality of the foregoing, from and after the date hereof, the Warrants will be valid and binding obligations of Real Luck entitling the holders thereof, as against Real Luck, to all rights of the Warrantholders under the Warrant Indenture such that the interests of Warrantholders are not prejudiced negatively by the changes.

6. The parties hereby expressly acknowledge and agree that the Corporation is released from all of its rights, covenants and obligations under the Warrant Indenture concurrently with Real Luck’s assumption of obligations in section 5 of this Supplemental Indenture.

7. Any notice to Real Luck under the provisions of the Warrant Indenture shall be valid and effective if delivered to Real Luck in accordance with Section 10.1 of the Warrant Indenture at:

Real Luck Group Ltd. 122, 234 - 5149 Country Hill Blvd. NW Calgary, Alberta T3A 5K8

Attention: Quentin Martin Email: quentin@luckbox.com

With a copy to legal counsel:

Fasken Martineau DuMoulin LLP Suite 2900 - 550 Burrard Street Vancouver, British Columbia V6C 0A3

Attention: Michael Stephens Email: mstephens@fasken.com

1. The Warrant Indenture is and continues to be in full force and effect, unamended, except as provided herein, and Real Luck hereby confirms the Warrant Indenture in all other respects.

2. This Supplemental Indenture will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and is binding upon the parties hereto and their respective successors and assigns.

3. This Supplemental Indenture may be simultaneously executed in several counterparts, and by facsimile or other electronic reproduction, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this Supplemental Indenture.

IN WITNESS WHEREOF the parties hereto have executed this Supplemental Indenture under the hands of their proper officers in that behalf as of the date first written above.

ESPORTS LIMITED

By: By: __________________________ "Quentin Martin"______

Name: Quentin Martin Name: Quentin Martin Title: Director

REAL LUCK GROUP LTD.

By: __________________________ "Mohammad Fazil" Name: Mohammad Fazil Title: Director

ODYSSEY TRUST COMPANY

By: "Dan Sander"

__________________________ Name: Dan Sander Title: VP, Corporate Trust

By: "Amy Douglas" __________________________ Name: Amy Douglas Title: Director, Corporate Trust