Real Luck Group Ltd. - Capital/Financing Update 2020

AGENCY AGREEMENT

June 9, 2020

Esports Limited First Floor, Millennium House Victoria Road Douglas Isle of Man, IM2 4RW

Attention: Quentin Martin, Chief Executive Officer

Dear Sir:

The undersigned, Gravitas Securities Inc. (“ GSI ”) and Beacon Securities Limited (collectively, the “ Agents ”), understand that Esports Limited (the “ Corporation ”) proposes to issue and sell up to 9,523,810 subscription receipts of the Corporation (the “ Offered Subscription Receipts ”) at a price of $0.42 per Offered Subscription Receipt (the “ Offering Price ”) on a private placement basis for aggregate gross proceeds of up to $4,000,000 in connection with a proposed reverse takeover transaction (the “ RTO ”) by the Corporation of the Shell (as hereinafter defined), a capital pool company listed on the TSX Venture Exchange (the “ TSXV ”). In addition, the Corporation hereby grants the Agents an option (the “ Agent’s Option ”) to increase the size of the Offering by up to an additional 2,380,952 Subscription Receipts (the “ Additional Subscription Receipts ”) for additional gross proceeds of up to $1,000,000. The Agent’s Option is exercisable at any time up to 30 days from the Closing Date (as hereinafter defined). The Offered Subscription Receipts and the Additional Subscription Receipts are collectively referred to herein as the “ Subscription Receipts ” and each, individually, a “ Subscription Receipt ”. The offer and sale of the Offered Subscription Receipts and the Additional Subscription Receipts, if any, are collectively referred to as the “ Offering ”.

The Subscription Receipts will be created pursuant to a subscription receipt agreement (the “ Subscription Receipt Agreement ”) among the Corporation, the Agents, and Odyssey Trust Company, as subscription receipt agent (the “ Subscription Receipt Agent ”), to be dated as of the Closing Date. In case of any inconsistency between the description of the Subscription Receipts in this Agreement (as hereinafter defined) and the terms of the Subscription Receipts as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement will govern.

Each Subscription Receipt will, upon the satisfaction of the Escrow Release Conditions (as hereinafter defined), and without payment of any additional consideration or further action on the part of the holders of the Subscription Receipts, be automatically converted into one unit of the Corporation (a “ Unit ”), with each Unit being comprised of one Ordinary Share (as hereinafter defined) and one half of one Ordinary Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to purchase one Ordinary Share (a “ Warrant Share ”) for a period of 24 months following the date the Escrow Release Conditions are satisfied or waived (to the extent such waiver is permitted) and the closing of the RTO at a price of $0.63 per Ordinary Share, subject to adjustment in certain events as set out in the Warrant Indenture (as hereinafter defined) governing the Warrants. The Warrants will be subject to an acceleration right (the " Warrant Acceleration Right ") if on any ten (10) consecutive trading days, beginning on the date that is four (4) months and one (1) day following the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions and the closing of the RTO, the daily volume weighted average trading price of the Ordinary Shares on a recognized stock exchange is greater than $0.82 per Ordinary Share. If the Corporation exercises its Warrant Acceleration Right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise.

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The Warrants will be duly and validly created and issued pursuant to a warrant indenture (the “ Warrant Indenture ”) to be entered into on or before the Closing Date between the Corporation and Odyssey Trust Company (the “ Warrant Agent ”), in its capacity as warrant agent thereunder. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of Warrant Indenture will govern.

On the Final Closing Date (as hereinafter defined), the gross proceeds of the Offering, less 50% of the Cash Compensation (as hereinafter defined) and all of the estimated expenses payable to the Agents at the Closing Time (as hereinafter defined) pursuant to Section 15 of the Minimum Threshold (as hereinafter defined) is met, (together, the “ Escrowed Proceeds ”), will be delivered to and held by the Subscription Receipt Agent in an interest-bearing account (the Escrowed Proceeds, together with the all interest and income earned thereon, are referred to herein as the “ Escrowed Funds ”) pending satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. The balance of the Cash Compensation (plus any pro rata portion of interest and income accrued and earned thereof), and any additional expenses of the Agents payable pursuant to Section 15 incurred subsequent to the Final Closing Date, will be released from escrow to the Agents and the balance of the Escrowed Funds will be released from escrow to the Corporation (or as it may otherwise direct) upon satisfaction of the following conditions (collectively, the “ Escrow Release Conditions ”):

(i) the Corporation and the Shell (as hereinafter defined) will have entered into a definitive agreement in respect of the RTO (the “ Definitive Agreement ”) in form and substance satisfactory to the Agents, acting reasonably;
(ii) the Agents will have received written confirmation from each of the Corporation and the Shell that: (a) all conditions to the completion of the RTO have been satisfied or waived, other than the release of the Escrowed Funds; and (b) no material terms of the Definitive Agreement in respect of the RTO have been modified and/or waived (unless such modifications or waivers were consented to by the Agents);
(iii) the Resulting Issuer Shares (as hereinafter defined) being conditionally approved for listing on the TSXV;
(iv) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the RTO;
(v) counsel to the Resulting Issuer (as hereinafter defined) having delivered an opinion (the final form of which opinion will ultimately be delivered, but not executed on the closing date of the RTO) addressed to the Agents confirming, among other things, if applicable, that the common shares and warrants or such applicable securities of the Shell issued in connection with the exchange of the Ordinary Shares and Warrants of the Resulting Issuer pursuant to the RTO will be free of any statutory hold periods in Canada upon the issue thereof, other than in respect of control block sales, and subject always to any contractual escrow to be imposed by the Agents and the Resulting Issuer or any escrow provisions required by the TSXV;

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(vi) the Corporation, the Shell and the Resulting Issuer will not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the Agency Agreement, except (in the case of the Agency Agreement only) for those breaches or defaults that have been waived by the Agents and all conditions set out in the Agency Agreement will have been fulfilled, which will all be confirmed to be true in a certificate of a senior officer of the Resulting Issuer; and
(vii) the Corporation and the Agents, on its own behalf and on behalf of the other Agents, will have delivered a release notice and direction to the Subscription Receipt Agent confirming that items (i) through (vi) above, inclusive, have been satisfied.

If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Toronto time) on December 31, 2020 (the “ Escrow Deadline ”) or, if prior to such time, the Definitive Agreement is terminated or the Corporation has advised the Subscription Receipt Agent and the Agents, or announced to the public, that the RTO will not be completed (in any case, a “ Termination Event ”, and the date upon which such event occurs, the “ Termination Date ”), starting on the second Business Day following the Termination Date, the Escrowed Funds will be used by the Corporation to repurchase the Subscription Receipts at a redemption price per Subscription Receipt equal to the Offering Price plus a pro rata amount of any interest and income accrued in respect of the Escrowed Proceeds to the date of redemption. To the extent that the Escrowed Funds are not sufficient to purchase all of the Subscription Receipts on the foregoing terms, the Corporation hereby agrees to contribute such amounts as are necessary to satisfy any shortfall.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation hereby appoints the Agents, as the Corporation’s exclusive Agents, to offer for sale by way of private placement on a commercially reasonable efforts basis, without underwriter liability, the Subscription Receipts to be issued and sold pursuant to the Offering and the Agents agree to arrange for purchasers of the Subscription Receipts in the Designated Provinces (as hereinafter defined), the United States (as hereinafter defined) and those other jurisdictions where the Subscription Receipts may be lawfully sold pursuant to the terms and conditions hereof (collectively, the “ Selling Jurisdictions ”).

The Corporation agrees that the Agents will be permitted to appoint, at its sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Corporation, acting reasonably, as their agents to assist with the Offering in the Selling Jurisdictions and that the Agents, collectively, may determine the remuneration payable by the Agents to such other dealers appointed by them.

DEFINITIONS

In this Agreement, in addition to the terms defined above and elsewhere herein, the following terms will have the following meanings:

“ 1940 Act ” means United States Investment Company Act of 1940 , as amended;

“ Accredited Investor ” means an “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D;

“ Additional Subscription Receipts ” has the meaning ascribed thereto on page 1 of this Agreement;

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“Advisory Agreement” means the advisory agreement dated May 6, 2020 between GSI and the Corporation;

“ affiliate ”, “ associate ”, “ distribution ”, “ misrepresentation ”, “ material fact ” and “ material change ” will have the respective meanings ascribed thereto in the Securities Act (British Columbia);

“ Agent’s Option ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Agreement ” means this agreement resulting from the acceptance by the Corporation of the offer made by the Agents hereby, including all schedules hereto, as amended or supplemented from time to time;

“ Alternative Proposal ” has the meaning ascribed thereto in Section 16(a);

“ Assets and Properties ” with respect to any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the goodwill related thereto, operated, owned or leased by or in the possession of such Person;

“ Authorizations ” will have the meaning ascribed there in Section 4(a)(xxxvii) of this Agreement;

“ Avatar ” means Avatar One E-Sports Capital Corp.;

“ BCBCA ” means the Business Corporations Act (British Columbia);

“ Business ” means the business of the Corporation and its Subsidiaries and includes all activities directly or indirectly planned for, undertaken, completed and analysed by the Corporation and its Subsidiaries, including any activities ancillary thereto;

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia are not open for business;

“ Cash Compensation ” has the meaning ascribed thereto in Section 15;

“ Claim ” will have the meaning ascribed thereto in Section 12 of this Agreement;

“ Closing ” means the completion of the purchase and sale of the Subscription Receipts as contemplated by this Agreement and the Subscription Agreements;

“ Closing Date ” means the date or dates upon which a Closing occurs as agreed to between the Corporation and the Agents, with the initial Closing anticipated to occur on or about June 3, 2020, it being acknowledged that the Closing may be completed in one or more tranches as may be determined by the Corporation and the Agents;

“ Closing Time ” means 11:00 a.m. (Toronto time) on the Closing Date or such other time on such Closing Date as the Corporation and the Agents may agree;

“ Compensation Option Certificates ” has the meaning ascribed thereto in Section 15;

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“ Compensation Option Shares ” has the meaning ascribed thereto in Section 15;

“ Compensation Option Units ” has the meaning ascribed thereto in Section 15;

“ Compensation Option Warrant Share ” has the meaning ascribed thereto in Section 15;

“ Compensation Option Warrants ” has the meaning ascribed thereto in Section 15;

“ Compensation Options ” has the meaning ascribed thereto in Section 15;

“ Contract ” means all agreements, contracts or commitments of any nature, written or oral, including, for greater certainty and without limitation, leases, loan documents and security documents;

“ Convertible Loan Note ” means the convertible loan dated September 8, 2019 between the Corporation and Avatar;

“ Corporate Finance Fee ” has the meaning ascribed thereto in Section 15;

“ Corporate Finance Fee Units ” means the Units payable as the Corporate Finance Fee;

“ Corporation ” means Esports Limited, a corporation existing under the laws of the Isle of Man;

“ Definitive Agreement ” has the meaning ascribed thereto on page 2 of this Agreement;

“ Designated Provinces ” means, collectively, each of the provinces of Canada;

“ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscription Receipts or Underlying Securities (as hereinafter defined), and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Subscription Receipts or Underlying Securities;

“ Due Diligence Materials ” means, collectively, the materials relating to the Corporation and its Subsidiaries provided to the Agents and the Agents’ counsel in connection with this Offering;

“ Encumbrance ” means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, restriction, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any contract to create any of the foregoing;

“ Engagement Letter ” means the letter agreement dated as of May 6, 2020 between the Corporation, and GSI relating to the Offering;

“ Environmental Condition ” mean the generation, discharge, emission or Release into the environment (including, without limitation, ambient air, surface water, groundwater or land), of any Hazardous Materials by any person in respect of which remedial action is required under any Environmental Laws or as to which any liability is currently or in the future imposed upon any person based upon the acts or omissions of any person with respect to any Hazardous Materials or reporting with respect thereto;

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“ Environmental Laws ” means all applicable federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, legally binding policy or rule of common law or civil law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“ Environmental Permits ” includes all orders, permits, certificates, approvals, consents, registrations and licenses issued by any authority of competent jurisdiction under any Environmental Law;

“ Escrow Deadline ” has the meaning ascribed thereto on page 3 of this Agreement;

“ Escrowed Funds ” has the meaning ascribed thereto on page 2 of this Agreement;

“ Escrowed Proceeds ” has the meaning ascribed thereto on page 2 of this Agreement;

“ Escrow Release Conditions ” has the meaning ascribed thereto on page 2 of this Agreement;

“ Esports Tech ” means Esports Tech Ltd., a wholly-owned subsidiary of the Corporation;

“ Final Tranche ” means the final tranche of the Offering;

“ Final Closing Date ” means the Closing Date of the Final Tranche;

“ General Solicitation or General Advertising ” means “general solicitation or general advertising”, as used in Rule 502(c) of Regulation D, including, without limitation, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Governmental Authority ” means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;

“ IFRS ” means International Financial Reporting Standards;

“ including ” means including without limitation;

“ Indebtedness ” of any Person means all obligations of such Person: (a) for borrowed money; (b) evidenced by notes, bonds, debentures or similar instruments; (c) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business); (d) under capital and operating leases; (e) under “vendor take-back” financing or deferred payments in connection with any acquisition; and (f) which are guarantees of the obligations described in clauses (a) through (e) above of any other Person if secured by any or all of the Assets and Properties of the guarantor;

" Indemnified Party " or " Indemnified Parties " has the meaning ascribed thereto in Section 12(a);

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“ Intellectual Property ” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, drug identification numbers (and equivalents in jurisdictions other than Canada), know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever;

“ Investor Presentation ” means the investor presentation dated May 25, 2020 of the Corporation titled “Luckbox: Esports Betting Done Right” delivered in connection with the Offering;

“ knowledge ” (or similar phrases) means with respect to facts or circumstances pertaining to the Corporation, a statement as to the knowledge of the Chief Executive Officer and the directors of the Corporation about the facts or circumstances to which such phrase related, after having made due inquiries into the relevant subject matter;

“ Laws ” means all laws, statutes, by-laws, rules, regulations, orders, decrees, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements of any Governmental Authority applicable to the Corporation or its Subsidiaries;

“ Martin Employment Agreement ” has the meaning ascribed thereto in Section 4(a)(ii);

“ Martin Share Issuance ” has the meaning ascribed thereto in Section 4(a)(ii);

“ Material Adverse Effect ” means the effect resulting from any change, event, violation, inaccuracy or circumstance that is materially adverse, or is reasonably liked to be materially adverse, to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, financial condition, or results of operations of the Corporation and the Subsidiaries, taken as a whole;

“ Minimum Threshold ” means a minimum amount of $3,500,000 in gross process raised in connection with the Offering, which amount includes the cash available in Shell prior to the completion of the RTO;

“ misrepresentation ”, “ material fact ”, “ material change ”, “ affiliate ”, “ associate ”, and “ distribution ” have the respective meanings ascribed thereto in the Securities Act (British Columbia) in effect on the date hereof;

“ NI 45-102 ” means National Instrument 45-102 – Resale of Securities ;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ Offered Subscription Receipts ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Offering ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Offering Price ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

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“ Ordinary Shares ” means the ordinary shares with a par value of £0.01 in the capital of the Corporation as constituted on the date hereof;

“ Person ” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“ Purchasers ” means the Persons (which may include the Agents) who, as purchasers, acquire the Subscription Receipts by duly completing, executing and delivering the Subscription Agreements;

“ Regulation D ” means Regulation D under the U.S. Securities Act and the rules and regulations promulgated thereunder;

“ Regulation S ” means Regulation S under the U.S. Securities Act and the rules and regulations promulgated thereunder;

“ Release ” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Material, whether accidental or intentional, into the environment;

“ Remediation ” means any investigation, clean-up, removal action, remedial action, restoration, repair, response action, corrective action, monitoring, sampling, and analysis, installation, reclamation, closure or post-closure in connection with the suspected, threatened or actual Environmental Condition;

“ Resulting Issuer ” means the resulting entity, upon completion of the RTO;

“ Resulting Issuer Shares ” means the shares of the Resulting Issuer;

“ RTGD ” means Real Time Games Development EOOD, a wholly-owned subsidiary of Esports Tech, existing under the laws of the Bulgaria;

“ RTGH ” means Real Time Games Holdings Ltd., a wholly-owned subsidiary of the Corporation, existing under the laws of the Isle of Man;

“ RTGS ” means Real Time Games Services Ltd., a wholly-owned subsidiary of RTGH, existing under the laws of the Isle of Man;

“ RTO ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Securities Laws ” means, unless the context otherwise requires, all applicable securities laws in each of the Designated Provinces, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions;

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“ Securities Regulators ” means, collectively, the securities regulators or other securities regulatory authorities in the Designated Provinces (including the TSXV) and, if applicable, the United States Securities and Exchange Commission and any applicable securities regulatory authority of any state of the United States;

“ Selling Jurisdictions ” has the meaning ascribed thereto on page 4 of this Agreement;

“ Shell ” means Elephant Hill Capital Inc. (or such other Capital Pool Company listed on the TSXV) with which the Corporation enters into a non-binding letter of intent with respect to an RTO;

“ Subscription Agreements ” means, collectively, the subscription agreements in the form or forms agreed upon by the Agents and the Corporation, as amended, pursuant to which Purchasers agree to subscribe for and purchase Subscription Receipts as contemplated herein and will include, for greater certainty, all schedules and appendices thereto;

“ Subscription Receipts ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Subscription Receipt Agent ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Subscription Receipt Agreement ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Subsidiaries ” means RTGD, RTGH, Esports Tech, and RTGS;

“ subsidiary ” has the meaning ascribed to such term in the BCBCA;

“ Tax Act ” means the Income Tax Act (Canada) and all rules and regulations made pursuant thereto, all as may be amended, re-enacted or replaced from time to time and any proposed amendments thereto announced publicly from time to time;

“ Termination Date ” has the meaning ascribed thereto on page 3 of this Agreement;

“ Termination Event ” has the meaning ascribed thereto on page 3 of this Agreement;

“ Tranche ” means each tranche of the Offering;

“ Transaction Documents ” means, collectively, this Agreement, the Subscription Agreements relating to the purchase of the Subscription Receipts, the Subscription Receipt Agreement, the Warrant Indenture and the certificates representing the Subscription Receipts and Compensation Option Certificates issued on Closing;

“ TSXV ” means the TSX Venture Exchange;

“ Underlying Securities ” means, collectively, the Ordinary Shares and the Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants;

“ Unit ” has the meaning ascribed thereto on page 1 of this Agreement;

“ United States ” and “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

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“ U.S. Affiliate ” means the United States registered broker-dealer affiliate of an Agent;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“ U.S. Person ” means a U.S. person as that term is defined in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“ Warrant ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Warrant Agent ” has the meaning ascribed thereto on page 1 of this Agreement;

“ Warrant Certificates ” means the certificates representing the Warrants;

“ Warrant Indenture ” has the meaning ascribed thereto on page 2 of this Agreement; and

“ Warrant Share ” has the meaning ascribed thereto on page 1 of this Agreement.

TERMS AND CONDITIONS

1. Offering Restrictions.

(a) Sale on Exempt Basis. The Agents will use their commercially reasonable efforts to arrange for the purchase of the Subscription Receipts:
(i) in the Designated Provinces on a private placement basis in compliance with applicable Securities Laws;
(ii) in the United States and to, or for the account or benefit of, U.S. Persons, that are Accredited Investors pursuant to available exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws; and
(iii) in such other jurisdictions, as may be agreed upon between the Corporation and the Agents, on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering or the RTO in such other jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other jurisdictions.

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(b) Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Subscription Receipts such that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum (other than the Investor Presentation) in Canada, the United States or elsewhere, and the Agents undertake to use commercially reasonable efforts to cause Purchasers under the Offering to complete any forms required by Securities Laws and United States federal and state securities laws in respect of such distribution. All fees payable in connection with such filings under all applicable Securities Laws will be at the expense of the Corporation.
(c) Offering Memorandum. Neither the Corporation nor the Agents will: (i) other than the Investor Presentation, provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising.

2. Material Changes. Until the earlier of the date that the Escrow Release Conditions are satisfied and the Escrow Deadline, the Corporation will, as soon as reasonably practicable, notify the Agents in writing:

(a) if the Corporation becomes aware of any material fact not previously disclosed, any material change or change in a material fact (in any case, whether actual, anticipated, to the knowledge of the Corporation contemplated or threatened and other than a change of fact relating solely to the Agents) or any event or development that would result in a material change or change in a material fact in any or all of the business of the Corporation or the Shell, as applicable, or any other change that is of such a nature as to result in, or could result in this Agreement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or which could render any of the foregoing not in compliance with any Securities Laws;
(b) of the full particulars of any actual, anticipated or, to the knowledge of the Corporation, contemplated, threatened or prospective change referred to in Section 2(a) above, and the Corporation will, if required to do so, issue or file or assist the Shell and/or the Resulting Issuer in issuing or filing, as applicable, as soon as reasonably practicable, and, in any event, within all applicable time limitation periods with the applicable Securities Regulators, a press release, material change report or other document as may be required under Securities Laws and will comply with all other applicable filing and other requirements under the Securities Laws. Subject to compliance with applicable Securities Laws, the Corporation will not file any such new or amended disclosure documentation without first notifying the Agents, and will not issue or file, as applicable, any press release or material change report without giving the Agents and their counsel an opportunity for review of the proposed forms, and who will review any such documents as expeditiously as reasonably possible; and

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(c) will in good faith discuss with the Agents as soon as reasonably practicable any circumstance or event that is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact described in Sections 2(a) or (b) above.

3. Covenants of the Corporation. The Corporation hereby covenants to the Agents and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the Offering, that the Corporation (including its successors and assigns if applicable) and the Subsidiaries will, as applicable:

(a) allow the Agents and their representatives to conduct all due diligence regarding the Corporation and the Subsidiaries which the Agent may reasonably require to be conducted prior to the Closing Date;
(b) use its commercially reasonable efforts to remain a corporation licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the nature of the activities conducted by it makes such licensing, registration or qualification necessary and will carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws, rules and regulations of each such jurisdiction;
(c) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 7;
(d) duly execute and deliver this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the certificates representing the Subscription Receipts, if any, and the Compensation Option Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation;
(e) subject to applicable law, obtain the prior approval of the Agents as to the content and form of any press release relating to the Offering or the RTO, such approval not to be unreasonably delayed or withheld;
(f) following satisfaction of the Escrow Release Conditions, use the net proceeds of the Offering for merger and acquisition opportunities, capital expenditures general working capital purposes;
(g) ensure that the Subscription Receipts on payment of the Offering Price therefor are duly and validly created, authorized and issued to the Purchasers in accordance with the terms of the Subscription Agreements and have attributes corresponding in all material respects to the description set forth in this Agreement, the Subscription Agreements and the Subscription Receipt Agreement;
(h) ensure that, in respect of the Subscription Receipts, at all times prior to the repurchase or expiry thereof, sufficient Ordinary Shares are allotted and reserved for issuance upon exercise of the Subscription Receipts;
(i) ensure that the Ordinary Shares partially comprising the Units will be duly issued as fully paid and non-assessable shares in the capital of the Corporation upon conversion of the Subscription Receipts in accordance with their terms;

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(j) ensure that the Warrants will be validly created and issued and will have attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Subscription Agreements and the Warrant Indenture;
(k) ensure that at all times prior to the expiry of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the due exercise of the Warrants in accordance with their terms;
(l) ensure that the Warrant Shares, upon the due exercise of the Warrants in accordance with their terms, will be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(m) ensure that the Compensation Options will be validly created and issued and will have attributes corresponding in all material respects to the description set forth in this Agreement and the Compensation Option Certificates;
(n) ensure that at all times prior to the expiry of the Compensation Options, a sufficient number of Compensation Option Shares and Compensation Option Warrant Shares are allotted and reserved for issuance upon the due exercise of the Compensation Options and the Compensation Option Warrants in accordance with their terms;
(o) ensure that, upon due exercise of the Compensation Options in accordance with their terms, the Compensation Option Shares will be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(p) ensure that the Compensation Option Warrants will be validly created and issued and will have attributes corresponding in all material respects to the description thereof set forth herein and in the Warrant Indenture;
(q) ensure that at all times prior to the expiry of the Compensation Option Warrants, a sufficient number of Compensation Option Warrant Shares are allotted and reserved for issuance upon the due exercise of the Compensation Option Warrants in accordance with their terms;
(r) ensure that, upon due exercise of the Compensation Option Warrants in accordance with their terms, the Compensation Option Warrant Shares will be duly issued as fully paid and nonassessable shares in the capital of the Corporation on payment of the purchase price therefor;
(s) execute and file with the Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to the Securities Laws in the time required by applicable Securities Laws, including, for greater certainty, all forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to this Agreement required to be filed by the Corporation;
(t) as soon as reasonably practicable notify the Agents of the receipt by the Corporation, or the Subsidiaries of any notice by and judicial or regulatory authority or any stock exchange requesting any information, meeting or hearing relating to such entity for or in respect of the Offering;

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(u) as soon as reasonably practicable, amend the Corporation’s Memorandum of Association to remove the drag along provisions set forth in Article 13 of the Corporation’s Memorandum of Association;
(v) as soon as reasonably practicable, enter into a lock-up agreement with Quentin Martin in connection with the Martin Share Issuance, pursuant to the terms of the Martin Employment Agreement;
(w) from the date hereof until 90 days following the earlier of the date the Escrow Release Conditions are satisfied, the Escrow Deadline or the Termination Date, not issue any additional equity or quasi-equity securities without prior written consent of the Agents such consent not to be unreasonably withheld, except in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to incentive plans of the Corporation and other share compensation arrangements in effect as of the Closing Date; (ii) outstanding convertible securities; (iii) obligations in respect of existing agreements; and (iv) the issuance of securities in connection with bona fide property or share acquisitions in the normal course of business;
(x) not enter into any reorganizations prior to the Closing Time without the consent of the Agents, such consent not to be unreasonably withheld;
(y) ensure that in conducting the Business: (i) the Corporation and its Subsidiaries will apply for and obtain all material Authorizations required from any Governmental Authority having jurisdiction to the extent necessary for the Corporation and its Subsidiaries to conduct the Business as it is currently conducted and presently proposed to be conducted (provided that it need only obtain such Authorizations in respect of any proposed operations prior to such time as such operations are commenced); (ii) it and its Subsidiaries will comply, in all material respects, with the terms and conditions of all such Authorizations; and (iii) it and its Subsidiaries will use commercially reasonable efforts to ensure that all of such Authorizations will be valid and in full force and effect as required from time to time;
(z) file with the applicable Securities Regulators the Investor Presentation in accordance with the requirements of applicable Securities Laws; and
(aa) use its commercially reasonable efforts to satisfy the Escrow Release Conditions prior to the Escrow Deadline.

4. Representations and Warranties.

(a) Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:
(i) the Corporation has been duly incorporated, or formed, and organized and is validly existing under the laws of the jurisdiction in which it was incorporated, formed, amalgamated or continued, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation;

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(ii) the Corporation is authorized to issue an unlimited number of Ordinary Shares of which, as of the date hereof, 21,163,624 Ordinary Shares are issued and outstanding as fully paid and non-assessable shares. The Corporation has no Ordinary Shares reserved for issuance except for Ordinary Shares issuable pursuant to the Offering, the 10,717,864 Ordinary Shares issuable in connection with the conversion of the Convertible Loan Note, the 2,076,143 Ordinary Shares reserved for issuance in connection with certain Ordinary Share purchase warrants, 318,654 Ordinary Shares reserved for issuance to certain employees and directors of the Corporation in connection with incentive stock options and 595,238 Ordinary Share issuable to Quentin Martin (the “ Martin Share Issuance ”) upon Closing pursuant to the terms of the employment agreement between Quentin Martin and the Company dated April 27, 2020 (the “ Martin Employment Agreement ”) (assuming that $5,000,000 of Subscription Receipts are sold in the Offering), which issuances may occur following the Closing. All of the outstanding Ordinary Shares of the Corporation are validly issued, fully paid and non-assessable and there are no other shares of the Corporation issued or outstanding. Other than in connection with the Convertible Loan Note, there are no outstanding contractual obligations or other requirements of the Corporation to repurchase, redeem or otherwise acquire any securities of the Corporation, or provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any entity. There are no stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of the Corporation or any of its securities.

(iii) the Corporation is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its Assets and Properties requires such qualification and has all requisite corporate power and authority to conduct its business and own, lease and operate its Assets and Properties and to execute, deliver and perform its obligations under the Transaction Documents, the Warrant Certificates and any other document, filing, instrument or agreement delivered as at the date of this Agreement in connection with the Offering;

(iv) the Corporation has no subsidiaries other than the Subsidiaries. The Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting securities of any company that holds any assets or conducts any operations material to the Corporation other than the Subsidiaries, and the Corporation beneficially owns, directly or indirectly, the respective percentage of each of the Subsidiaries as indicated in this Agreement of the issued and outstanding shares in the capital of the Subsidiaries, all of which are free and clear of any Encumbrances of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares. The Subsidiaries are validly existing and in good standing under the laws of their respective jurisdictions of incorporation in all material respects and have the requisite power and authority to own their Assets and Properties and conduct their business as currently owned and conducted and as presently

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proposed to be conducted. The Subsidiaries are duly qualified or licensed to do business and are in good standing in each jurisdiction in which the nature of their business or the ownership or leasing of their property and assets makes such qualification or licensing necessary, in each case, in all material respects;

(v) the Ordinary Shares are not listed or posted for trading on any stock exchange and the Corporation is not a reporting issuer or the equivalent in any jurisdiction, and is not in default of any requirement of any applicable Securities Laws;
(vi) the issue of the Securities will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or the Subsidiaries or to which the Corporation or any of the Subsidiaries is subject, other than with respect to the Convertible Loan Note;
(vii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation have been issued by any regulatory authority and are continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority;
(viii) the financial statements of the Corporation for the years ended December 3`, 2018 and December 31, 2019: (A) have been prepared in accordance with IFRS applicable to publicly accountable enterprises; and (B) fairly present, in all material respects, the financial position, results of operations, the changes in its financial position and cash flows of the Corporation as of the dates thereof and for the periods covered thereby;
(ix) since November 29, 2019, other than as disclosed in the Due Diligence Materials: (A) there has not been any material change in the business, assets, liabilities, obligations (absolute, accrued, contingent or otherwise), condition (financial or otherwise), prospects or results of operations of the Corporation; (B) there has not been any material change in the equity capital or long-term debt of the Corporation; and (C) the only expenses and obligations incurred by the Corporation are those related to the Business, general administrative expenses and expenses associated with the RTO;
(x) other than in respect of RTGD (which proceeding has since been stayed in connection with the loans provided to the Corporation by Avatar in connection with the Convertible Loan Note provided by the Corporation to Avatar), the Corporation and each of the Subsidiaries has not committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any Encumbrance or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

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(xi) the Corporation does not have any investment or proposed investment in any Person which would otherwise be material to the business and affairs of the Corporation on a consolidated basis;
(xii) the Corporation has no direct or indirect subsidiaries other than the Subsidiaries;
(xiii) except as disclosed in the Due Diligence Materials: (A) each of the Corporation and the Subsidiaries is the absolute legal and beneficial owner, and has good and valid title to, all of the material Assets and Properties thereof as described in the Due Diligence Materials, including all Contracts that are material to the Business, and no other material assets or properties are necessary for the conduct of the business of the Corporation or the Subsidiary as currently conducted and as presently proposed to be conducted; (B) the Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or the Subsidiaries to use, transfer or otherwise exploit such Assets and Properties; and (C) other than in the ordinary course of business and as disclosed in the Due Diligence Materials, neither the Corporation nor the Subsidiaries have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the Assets and Properties thereof;
(xiv) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under the Securities Laws necessary for the execution and delivery of Transaction Documents and the Warrant Certificates and the consummation of the transactions contemplated thereby will have been made or obtained, as applicable (other than the filing of reports required under applicable Securities Laws within the prescribed time periods, which documents will be filed as soon as practicable after the Closing Date and, in any event, within 10 Business Days of the Closing Date) or within such other deadline imposed by applicable Securities Laws;
(xv) the execution and delivery of each of the Transaction Documents and the Warrant Certificates and the performance by the Corporation of its obligations thereunder, the issue and sale of the Subscription Receipts and the Compensation Options and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Underlying Securities, do not and will not conflict with or result in a material breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (A) any statute, rule or regulation applicable to the Corporation or its Subsidiaries; (B) the constating documents, by-laws or resolutions of the Corporation or its Subsidiaries which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or its Subsidiaries is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation, its Subsidiaries or their respective Assets and Properties;

(xvi) at the Closing Time, each of the Transaction Documents will have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery each will constitute a valid and binding obligation of the Corporation and each will be enforceable against the Corporation in accordance with its respective terms, except as

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enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;

(xvii) the Definitive Agreement, once entered into, will be duly authorized and executed and delivered by the Corporation and will constitute a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;

(xviii) at the Closing Time, all necessary corporate action will have been taken by the Corporation to validly create and issue the Subscription Receipts and the Warrants and to validly approve the allotment of and reserve for issuance the Ordinary Shares issuable upon conversion of the Subscription Receipts and the Warrant Shares upon exercise of the Warrants, and, upon the issuance thereof in accordance with the terms of the Subscription Receipts and the Warrants, respectively, such shares will be issued as fully paid and non-assessable shares in the capital of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(xix) at the Closing Time, all necessary corporate action will have been taken by the Corporation to validly create and issue the Compensation Options and the Compensation Option Warrants and to validly approve the allotment of and reserve for issuance the Compensation Option Shares issuable upon exercise of the Compensation Options and the Compensation Option Warrant Shares issuable upon exercise of the Compensation Option Warrants, and, upon the issuance thereof in accordance with the terms of the Compensation Options and the Compensation Option Warrants, respectively, such shares will be issued as fully paid and non-assessable shares in the capital of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(xx) Odyssey Trust Company, at its principal office in Vancouver, British Columbia is duly appointed as the Subscription Receipt Agent under the Subscription Receipt Agreement and as the Warrant Agent under the Warrant Indenture;
(xxi) there are no contracts or agreements between either the Corporation or the Subsidiaries and any Person granting such person the right to require the Corporation or the Subsidiaries to file a registration statement under federal or state securities laws in the United States or a prospectus under Securities Laws in Canada, with respect to any securities of the Corporation or the Subsidiaries owned or to be owned by such Person;

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(xxii) there has not been any material change in the capital, assets, liabilities (absolute, accrued, contingent or otherwise) or obligations (absolute, accrued, contingent or otherwise) of the Corporation or the Subsidiaries, on a consolidated basis, and to the best of the knowledge, information and belief of the Corporation, there have been no material facts, transactions, events or occurrences which could materially adversely affect such capital, assets, liabilities (absolute, accrued, contingent or otherwise), obligations, business, operations, condition or prospects (financial or otherwise) of the Corporation or the Subsidiaries which have not been disclosed in writing to the Agents;
(xxiii) the Corporation has not approved, has not entered into any agreement in respect of, or has any knowledge of:
A. the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries whether by asset sale, transfer of shares or otherwise which have not been disclosed in writing to the Agents;
B. the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiaries or otherwise) of the Corporation or the Subsidiaries; or
C. a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation or the Subsidiaries;
(xxiv) on the date hereof, the Corporation and the Subsidiaries have no Indebtedness except for: (A) indebtedness owed directly to vendors, consultants, suppliers and service providers that was incurred in the ordinary course of business or in connection with the Corporation’s establishment of its operations in pursuit of the Business; and (B) Convertible Loan Note;
(xxv) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable or required to be collected or withheld and remitted, by the Corporation have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation or each of the Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading or have a Material Adverse Effect. To the knowledge of the Corporation, no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for

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any assessment or reassessment of taxes with respect to the Corporation or the Subsidiaries;

(xxvi) the Corporation has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation or the Subsidiaries that are material, and there are no audits pending of the tax returns of the Corporation or the Subsidiaries (whether federal, state, provincial, local or foreign) and there are no claims which have been or may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would result in a Material Adverse Effect;
(xxvii) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; and (C) access to assets is permitted only in accordance with management’s general or specific authorization;
(xxviii) the current capitalization and all currently outstanding securities of the Corporation are set out in Schedule “B” of this Agreement. All of the issued and outstanding shares of the Corporation have been duly and validly issued as fully paid and non-assessable, none of outstanding shares of the Corporation were issued in violation of the preemptive or similar rights of any securityholder of the Corporation and no holder of outstanding shares in the capital of the Corporation is entitled to any pre-emptive or any similar rights to subscribe for any shares or other securities of the Corporation other than as set out in Schedule “B” of this Agreement;
(xxix) at the Closing Time, no rights to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation will be outstanding and no Person has any agreement, option, right or privilege (contractual or otherwise) capable of becoming an agreement for the purchase or acquisition of any interest in the shares or other securities of the Corporation, in each case other than as set out in Schedule “B” of this Agreement;
(xxx) no legal or governmental actions, suits, judgments, investigations or proceedings are pending to which the Corporation or the Subsidiaries or the directors, officers or employees of the Corporation or the Subsidiaries are a party or to which the Corporation or the Subsidiaries’ property or assets are subject which if finally determined adversely to the Corporation or the Subsidiaries would be expected to result in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened against or are pending with respect to the Corporation or the Subsidiaries, or with respect to their respective property and assets and the Corporation and the Subsidiaries are not subject to any judgment, order, writ, injunction, decree or award of any Governmental Authority, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;

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(xxxi) neither the Corporation nor any of the Subsidiaries is: (A) in violation of its constating documents; or (B) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (B) for any such violations or defaults that would not result in a Material Adverse Effect;
(xxxii) to the knowledge of the Corporation, no counterparty to a Contract of the Corporation or any of the Subsidiaries is in material default or breach of such Contract and there exists no condition, event or act which, with the giving of notice or lapse of time or both would constitute a material default or breach by such party under any such Contract which would give rise to a right of termination on the part of such party to such Contract;
(xxxiii) the description of the assets and liabilities (absolute, accrued, contingent or otherwise) of the Corporation and its Subsidiaries set forth in the Due Diligence Materials fairly represents, in accordance with IFRS, the financial position and condition of the Corporation and the Subsidiaries (taken as a whole) at the dates thereof and reflects all material liabilities (absolute, accrued, contingent or otherwise) of the Corporation and the Subsidiaries, on a consolidated basis, as at the dates thereof and the Corporation and the Subsidiaries, on a consolidated basis, have no additional material liabilities (absolute, accrued, contingent or otherwise) which are not set forth in the Due Diligence Materials and the assets of the Corporation and the Subsidiaries, on a consolidated basis, are in all material respects as set forth in the Due Diligence Materials;
(xxxiv) the information and statements set forth in the Due Diligence Materials do not contain any untrue statement of a material fact. There is no material fact known to the Corporation which the Corporation has not disclosed to the Agents which materially adversely affects, or so far as the Corporation can now reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), affairs, business, prospects, operations or condition (financial or otherwise) of the Corporation and the Subsidiaries, on a consolidated basis, or the ability of the Corporation to perform its obligations under the Transaction Documents;
(xxxv) except as disclosed in the Due Diligence Materials (including the financial statements of the Corporation), since inception: (A) the Corporation and the Subsidiaries have not paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor; (B) neither of the Corporation nor the Subsidiaries have incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business or which in the aggregate are not material; and (B) neither of the Corporation nor the Subsidiaries have entered into any material transactions;
(xxxvi) to the knowledge of the Corporation, the statistical, industry and market related data included in the Investor Presentation are derived from sources which the Corporation reasonably believes to be accurate, reasonable and reliable, and such data agrees with the sources from which it was derived;

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(xxxvii) the Corporation and the Subsidiaries: (A) are and at all times have been in full compliance with all applicable Laws other than non-compliance that would not result in a Material Adverse Effect; (B) have not received any correspondence or notice from any Governmental Authority alleging or asserting non-compliance with any applicable Laws or any licences, certificates, approvals, clearances, authorizations, permits, qualifications, consents and supplements or amendments thereto required by any such applicable Laws (collectively, “ Authorizations ”); (C) possess all Authorizations required for the conduct of the Business, and such Authorizations are valid and in full force and effect and the Corporation and the Subsidiaries are not in violation of any term of any such Authorization, other than non-compliance that would not result in a Material Adverse Effect; (D) have not received notice of any pending or threatened claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of the Corporation or the Subsidiaries is in violation of any applicable Laws or Authorizations and have no knowledge or reason to believe that any such Governmental Authority or third party is considering any such claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action that would result in a Material Adverse Effect; (E) have not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and/or will not grant any required Authorization and have no knowledge or reason to believe that any such Governmental Authority is considering such action; and (F) have, or have had on their behalf, filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission);
(xxxviii) the Corporation and each of the Subsidiaries own or have the right to use all of the Intellectual Property owned or used by the Business as of the date hereof. All registrations, if any, and filings necessary to preserve the rights of the Corporation and the Subsidiaries in such Intellectual Property have been made and are in good standing. The Corporation and the Subsidiaries have no pending action or proceeding, nor any threatened action or proceeding, against any Person with respect to the use of such Intellectual Property. The conduct of the Business does not, to the knowledge of the Corporation, infringe upon the intellectual property rights of any other Person. The Corporation and the Subsidiaries have no pending action or proceeding, nor, to the knowledge of the Corporation, is there any threatened action or proceeding against them with respect to the Corporation and the Subsidiaries’ use of such Intellectual Property;

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(xxxix) there are no material third party consents required to be obtained in order for the Corporation to create and issue the Subscription Receipts other than those which have been obtained, other than with respect to the Purchaser approval requirements of the Isle of Man Gambling Supervision Commission whereby Purchasers purchasing: (A) in excess of £50,000 of Subscription Receipts will be required to submit personal declaration forms to the Isle of Man Gambling Supervision Commission for approval; and (B) in excess of £250,000 of Subscription Receipts will be required to undergo a more enhanced due diligence review by the Isle of Man Gambling Supervision Commission; provided, however, in each case, the Isle of Man Supervision Commission may waive their approval requirements;
(xl) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation or the Subsidiaries have been issued by any regulatory authority and are continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority;
(xli) other than under the Corporation’s articles and a Nomination Rights Agreement entered into between Avatar and the Corporation whereby Avatar is entitled to nominate one director to the board of directors of the Corporation, there are no voting trusts or agreements, shareholders’ agreements, buy sell agreements, rights of first refusal agreements, agreements relating to restrictions on transfer, pre-emptive rights agreements, tag-along agreements, drag along agreements, proxies relating to any of the securities of the Corporation or the Subsidiaries or any agreement which in any manner affects or will affect to the voting or control of any securities of the Corporation or of the Subsidiaries, to which the Corporation or the Subsidiaries is a party;
(xlii) other than with respect to the Martin Share Issuance and cash bonuses issuable to Quentin Martin upon Closing pursuant to the terms of the Martin Employment Agreement, there is no agreement, plan or practice relating to the payment of any management, consulting, service or other fee or any bonus, pensions, share of profits or retirement allowance, insurance, health or other employee benefit other than in the ordinary course of business;
(xliii) no union has been accredited or otherwise designated to represent any employees of the Corporation or any of its Subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or its Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Corporation or its Subsidiaries and none is currently being negotiated by the Corporation or its Subsidiaries;
(xliv) the Corporation and the Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and have not and are not engaged in any unfair labour practice;

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(xlv) except as set out in the Due Diligence Materials, the Corporation and each of the Subsidiaries do not have any plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation or the applicable Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Corporation or the Subsidiaries (the “ Employee Plans ”), each of which have been maintained in all material respects with its terms and with the requirements prescribed by any and all Laws that are applicable to such Employee Plans;
(xlvi) other than with respect to the Martin Share Issuance and cash bonuses issuable to Quentin Martin upon Closing pursuant to the terms of the Martin Employment Agreement, no current or former employee, officer or director of the Corporation or any of the Subsidiaries is entitled to a severance, termination or similar payment as a result of the RTO;
(xlvii) other than with respect to the Martin Share Issuance and cash bonuses issuable to Quentin Martin upon Closing pursuant to the terms of the Martin Employment Agreement, no Person would be entitled to: (A) a payment under a Contract with the Corporation or any of the Subsidiaries as a result of the Offering or the RTO; or (B) terminate a Contract with the Corporation or any of the Subsidiaries as a result of the RTO;
(xlviii) no material labour dispute with current and former employees of the Corporation or its Subsidiaries exists, or, to the knowledge of the Corporation, is imminent and the Corporation is not aware of any existing, threatened or imminent labour disturbance by the employees of any of the principal suppliers, manufacturers or contractors of the Corporation or the Subsidiaries that would have a Material Adverse Effect;
(xlix) none of the directors, officers or employees of the Corporation or the Subsidiaries or any associate or affiliate of any of the foregoing have any material interest, direct or indirect, in any material transaction or any proposed material transaction with the Corporation or the Subsidiaries that materially affects, is material to or will materially affect the Corporation or the Subsidiaries;
(l) with respect to each premises of the Corporation or the Subsidiaries which is material to the Corporation and each of the Subsidiaries on a consolidated basis and which the Corporation or any of the Subsidiaries occupies as tenant (the “ Leased Premises ”), the Corporation or such Subsidiaries occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation and/or such Subsidiaries occupies the Leased Premises is in good standing and in full force and effect;
(li) neither the Corporation nor the Subsidiaries own any real property;

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(lii) the Corporation and the Subsidiaries’ insurance policies are valid and enforceable and in full force and effect, are underwritten by unaffiliated and reputable insurers, are sufficient for all applicable requirements of law and provide insurance, including liability and product liability insurance, in such amounts and against such risks as is customary for corporations engaged in businesses similar to that carried on by the Corporation and the Subsidiaries. The Corporation and the Subsidiaries are not in default in any material respect with respect to the payment of any premium or compliance with any of the provisions contained in any such insurance policy and have not failed to give any notice or present any claim within the appropriate time therefor. There are no circumstances under which the Corporation or the Subsidiaries would be required to or, in order to maintain its coverage, should give any notice to the insurers under any such insurance policy which has not been given. The Corporation and the Subsidiaries have not received notice from any of the insurers regarding cancellation of such insurance policy;
(liii) the minute books and records of the Corporation and each of the Subsidiaries made available to counsel for the Agents in connection with the due diligence investigation of the Corporation and the Subsidiaries for the period from the date of incorporation to the date hereof are all of the minute books of the Corporation and the Subsidiaries and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation and the Subsidiaries to the date hereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation or the Subsidiaries to the date hereof not reflected in such minute books, except those which would not be expected to have a Material Adverse Effect;
(liv) (A) the Corporation and the Subsidiaries, their Assets and Properties and the operation of the Business, have been and are, to the knowledge of the Corporation, in compliance in all material respects with all Environmental Laws; (B) the Corporation and the Subsidiaries are not in violation of any regulation relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “ Hazardous Materials ”); (C) the Corporation and the Subsidiaries have complied in all material respects with all reporting and monitoring requirements under all Environmental Laws; (D) the Corporation and the Subsidiaries have never received any notice of any material non-compliance in respect of any Environmental Laws; (E) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up or Remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Corporation or the Subsidiaries relating to Hazardous Materials or any Environmental Laws; and (F) there are no Environmental Permits necessary to conduct the Business;

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(lv) all information which has been prepared by the Corporation relating to the Corporation, the Subsidiaries and the Business, property and liabilities and made available to the Agents, including the Investor Presentation and all financial, marketing, sales and operational information related to the Corporation, the Subsidiaries and the Business provided to the Agents was, as of the date of such information, true and correct in all material respects, taken as a whole, and no fact or facts have been omitted therefrom which would make such information materially misleading and did not contain a misrepresentation;
(lvi) other than the Agents, there is no Person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement;
(lvii) the operations of the Corporation and the Subsidiaries are and have been conducted, at all times, in material compliance with all applicable financial recordkeeping and reporting requirements of applicable anti-money laundering statutes of the jurisdictions in which the Corporation and each of the Subsidiaries is incorporated and in which it conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the " Anti-Money Laundering Laws "), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or any Subsidiaries with respect to the AntiMoney Laundering Laws is pending or, to the knowledge of the Corporation, threatened;
(lviii) the Corporation and each of the Subsidiaries has not, directly or indirectly: (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (B) made any contribution to any candidate for public office, in either case where either the payment or the purpose of such contribution, payment or gift was, is or would be prohibited under the Bribery Act 2013 (Isle of Man), Proceeds of Crime Act 2008 (Isle of Man), the Canada Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Corporation or any of the Subsidiaries and its respective operations, and will not use any portion of the proceeds of the Offering, in contravention of such legislation; and
(lix) the Corporation and each of the Subsidiaries or, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation or any of the Subsidiaries has not been or is not currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department and the Corporation will not directly or indirectly use any proceeds of the distribution of the Units or lend, contribute or otherwise make available such proceeds to the Corporation or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States.

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(b) Representations, Warranties and Covenants of the Agents. Each of the Agents, severally and not jointly, hereby represents, warrants and covenants to the Corporation, and acknowledges that the Corporation are relying upon such representations and warranties in connection with the completion of the Offering, that:
(i) the Agents will use their commercially reasonable efforts to arrange for Purchasers in the Selling Jurisdictions;
(ii) the Agents have all requisite corporate power and authority to enter into, deliver and carry out their obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(iii) the Agents have complied and will comply, and will require any investment dealer or broker with which the Agent has a contractual relationship in respect of the sale of the Subscription Receipts (each a “ Selling Firm ”) to comply, with all applicable Securities Laws and United States federal and state securities laws in connection with the offer and sale of the Subscription Receipts, and will offer the Subscription Receipts for sale directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents (and each of the Selling Firms, as applicable) is duly qualified and registered to carry on business as a dealer in each of the Selling Jurisdictions. The Agents have offered and will offer, and will require any Selling Firm to offer, the Subscription Receipts for sale and sell the Subscription Receipts only in those jurisdictions where they may be lawfully offered for sale or sold (being the Selling Jurisdictions). Any Selling Firm appointed by the Agents will be compensated by the Agents from their compensation hereunder. The Agents will use its best efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents hereunder;
(iv) the Agents will, and will require any Selling Firms to agree to, offer the Subscription Receipts in a manner which complies with and observes all applicable Laws and regulations in each jurisdiction into and from which they may offer to sell the Subscription Receipts;
(v) the Agents and their representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any general solicitation or general advertising;
(vi) the Agents and their representatives (including any Selling Firms) agree to obtain from each Purchaser resident in the Selling Jurisdictions an executed Subscription Agreement in a form reasonably acceptable to the Corporation relating to the Offering, together with all documentation as may be necessary in connection with subscriptions for Subscription Receipts;

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(vii) the Agents have not and will not: (A) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws, other than the Investor Presentation; or (B) solicit offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501) or a statutory right of action under the laws of any jurisdiction; and
(viii) each Agent represents and warrants that it is an “accredited investor” as defined in NI 45-106 and is acquiring the Compensation Options as principal with investment intent and not with a view to distribution.

5. Compliance with U.S. Securities Laws.

(a) Representations, Warranties, Covenants and Agreements of the Corporation . The Corporation represents, warrants, covenants and agrees to and with the Agents as of the date hereof and the Closing Date that:

(i) it is not, and after giving effect to the Offering and the application of the net proceeds thereof, will not be, registered or required to be registered as an “investment company” as defined in the 1940 Act, under the 1940 Act;
(ii) during the period in which the Subscription Receipts are offered for sale until the Escrow Deadline, neither it nor any of its affiliates, nor any person acting on their behalf (other than the Agents, the U.S. Affiliates (as defined herein), any Selling Firm, or any person acting on any of their behalf, in respect to whom no representation, warranty, covenant or agreement is made):
A. has made or will make any Directed Selling Efforts in the United States with respect to any of the Subscription Receipts or Underlying Securities;
B. has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Subscription Receipts in the United States or, to or for the account or benefit of, persons in the United States or U.S. Persons by means of any form of General Solicitation or General Advertising, which includes, without limitation, any advertisements, articles, notices or other communications published on the Internet or in any newspaper, magazine or similar media or broadcast over the Internet, radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
C. has taken or will take any action that would cause the exemption provided by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Subscription Receipts in the United States or

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to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with this Agreement;

D. has taken or will take any action that would cause the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Subscription Receipts outside the United States to non-U.S. Persons in accordance with this Agreement;
E. will: (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Units, Ordinary Shares and Warrants; or (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Units, Ordinary Shares and Warrants;
F. has violated or will violate Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts;
G. immediately prior to soliciting any offeree that is in the United States or a U.S. Person, or that is purchasing for the account or benefit of a person in the United States or a U.S. Person, had and will have reasonable grounds to believe and did and will believe that each such offeree was an Accredited Investor with respect to which it has a preexisting relationship, and at the time of completion of each sale to a U.S. Purchaser (hereinafter defined), it, its U.S. Affiliate, and any person acting on their behalf will have reasonable grounds to believe and will believe, that such purchaser is an Accredited Investor;
(iii) except with respect to the offer and sale of the Subscription Receipts offered hereby, it has not and will not, for a period beginning six months prior to the commencement of the Offering and ending six months after the completion of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in the United States or, to for the account or benefit of, persons in the United States or U.S. Persons in a manner that would be integrated with and would cause the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to be unavailable with respect to offers and sales of the Subscription Receipts;
(iv) it covenants and agrees with the Agents to execute or procure the execution of all documents and to take or cause to be taken all such steps within its control as may be reasonably necessary or desirable to establish, to the satisfaction of counsel for the Agents and counsel for the Corporation any and all legal requirements to enable the Agent to offer the Subscription Receipts for sale in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with available exemptions from the registration requirements of the U.S. Securities Act in accordance with this Agreement, provided such offers and sales are made only to a limited number of Accredited Investors;

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(v) except with respect to sales in accordance with this Section 5(a) to Accredited Investors in the United States and to, or for the account or benefit of U.S. Persons or persons in the United States, none of it, its affiliates, or any person acting on its or their behalf, has made or will make:
- A. any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts, in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States; or
- B. any sale of any Subscription Receipts unless, at the time the buy order was or will have been originated, the Purchaser or the Person making the investment decision on behalf of the Purchaser is:
  - (I) outside the United States and not subscribing for the account or benefit of a U.S. Person; or
  - (II) it, its affiliates, and any person acting on their behalf reasonably believes that the Purchaser or the Person making the investment decision on behalf of the Purchaser is outside the United States and not subscribing for the account or benefit of a U.S. Person;
(vi) it will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Subscription Receipts;
(vii) it is, and on the Closing Date will be, a “foreign issuer” with no “substantial U.S. market interest” as those terms are defined in Regulation S; and
(viii) the representations, warranties and covenants by it contained in this Section 5(a) will be true and correct as of the Closing Time, with the same force and effect as if then made by it.
(b) Undertakings of the Agents in Compliance with Regulation S. Each Agent, on its own behalf and

on behalf of its U.S. Affiliate, represents, warrants, covenants and agrees to and with the Corporation that except as otherwise permitted by this Agreement, it has offered and sold, and will offer and sell, the Subscription Receipts outside the United States only in an Offshore Transaction in accordance with Rule 903 of Regulation S. Accordingly, neither such Agent nor its U.S. Affiliate, nor any person acting on their behalf has made or will make (except as permitted by this Agreement) as of the date hereof and the Closing Date:

(i) any offer to sell, or any solicitation of an offer to buy, the Subscription Receipts in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States;
(ii) any sale of the Subscription Receipts to any Purchaser unless, at the time the buy order was or will have been originated the Purchaser or the Person making the investment decision on behalf of the Purchaser is:

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A. outside the United States and not subscribing for the account or benefit of a U.S. Person; or
B. the Agent, their affiliates and any person acting on their behalf reasonably believes that the Purchaser or the Person making the investment decision on behalf of the Purchaser is outside the United States and not subscribing for the account or benefit of a U.S. Person; or
(iii) any Directed Selling Efforts in the United States with respect to any of the Subscription Receipts or Underlying Securities;

(c) Offering by the Agents in the United States and to, or for the account or benefit of, U.S. Persons. Each Agent, on its own behalf and on behalf of its U.S. Affiliate, acknowledge that none of the Subscription Receipts, the Compensation Option Units and Underlying Securities have been or will be registered under the U.S. Securities Act or the securities laws of any state in the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, except pursuant to available exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants, covenants and agrees to and with the Corporation that, with respect to each offer or sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person, it has offered and sold, and will offer and sell such securities only in the following manner:

(i) it has offered and will offer the Subscription Receipt for sale by the Corporation in the United States and to, or for the account or benefit of, persons in the United States or U.S. Persons only through its U.S. Affiliate, each a brokerdealer registered pursuant to Section 15(b) of the U.S. Exchange Act and in good standing with the Financial Industry Regulatory Authority, Inc. at the time of each offer and sale of such securities, solely to a limited number of Accredited Investors, and only in states of the United States where such broker-dealer is registered, or otherwise exempt from registration at the time of each offer and sale of such securities and in compliance with all applicable U.S. federal and state broker-dealer requirements;
(ii) it has not and will not offer or sell the Subscription Receipts by any form of General Solicitation or General Advertising or any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act; and (ii) it has not violated and will not violate Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts;
(iii) any offer, sale or solicitation of an offer to buy the Subscription Receipts by it that has been made or will be made in the United States or to, or for the account or benefit of, U.S. Persons, was or will be made only to a limited number of Accredited Investors, and in transactions that are exempt from registration under the applicable state securities laws;
(iv) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its U.S.

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Affiliate, or with the prior written consent of the Corporation, and it will require its U.S. Affiliate to agree, for the benefit of the Corporation, to comply with, and will use its commercially reasonable efforts to ensure that its U.S. Affiliate complies with, the same provisions of this Agreement as apply to the Agent, as if such provisions applied to its U.S. Affiliate;

(v) immediately prior to soliciting any offeree that is in the United States or a U.S. Person, or that is purchasing for the account or benefit of a person in the United States or a U.S. Person, it, its U.S. Affiliate, and any person acting on their behalf had and will have reasonable grounds to believe and did and will believe that each such offeree was an Accredited Investor with respect to which it, its U.S. Affiliate or any party hereto has a pre-existing relationship, and at the time of completion of each sale to a U.S. Purchaser (hereinafter defined), it, its U.S. Affiliate, and any person acting on their behalf will have reasonable grounds to believe and will believe, that such purchaser is an Accredited Investor;
(vi) prior to completion of any sale of Subscription Receipts by it to a person in the United States or a U.S. Person, or to a person purchasing for the account or benefit of a person in the United States or a U.S. Person, or to a person that was offered Subscription Receipts in the United States (any of the foregoing a “ U.S. Purchaser ”), it will cause each such U.S. Purchaser of Subscription Receipts to execute a Subscription Agreement in the form agreed upon by the Agents and the Corporation, including all applicable schedules and annexes included therein;
(vii) no written material will be used in connection with the offer or sale of the Subscription Receipts in the United States and to, or for the account or benefit of, persons in the United States or U.S. Persons, other than the Subscription Agreements and the Investor Presentation;
(viii) it will inform, and cause its U.S. Affiliate to inform, each U.S. Purchaser that: (A) the Subscription Receipts have not been and will not be registered under the U.S. Securities Act or under state securities laws; (B) the Subscription Receipts are being sold to it without registration under the U.S. Securities Act in reliance on Section 4(a)(2) of the U.S. Securities Act and in reliance upon exemptions from applicable state securities laws; and (C) the Subscription Receipts are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and can only be offered, sold, pledged or otherwise transferred, directly or indirectly, in accordance with an applicable exemption under the U.S. Securities Act and in compliance with local laws and regulations;
(ix) none of it, its U.S. Affiliate or any person acting on its or their behalf will: (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Units, Ordinary Shares and Warrants; or (ii) pay or receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Units, Ordinary Shares and Warrants;

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(x) it is acquiring the Compensation Option Units, Compensation Option Shares and Compensation Option Warrants (together, the “ Compensation Securities ”) as principal for its own account and not for the benefit of any other person. Furthermore, in connection with the issuance of the Compensation Option Units, it is: (i) not a U.S. Person and it is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States;
(xi) it will give the Corporation reasonable notice of the U.S. jurisdictions in which it proposes to offer and sell the Subscription Receipts, so as to assist the Corporation in satisfying its post-closing filing obligations hereunder;
(xii) at the Closing Time, it will either: (i) together with its U.S. Affiliate provide to the Corporation a certificate in the form attached hereto as Schedule “A” relating to the manner of the offer and sale of the Subscription Receipts in the United States and to, or for the account or benefit of, persons in the United States or U.S. Persons; or (ii) be deemed to have represented and warranted to the Corporation, as of the Closing Time, that it did not and will not offer or sell any of the Subscription Receipts in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons;
(xiii) at least two business days prior to Closing, the Corporation will be provided with a list of all U.S. Purchasers; and
(xiv) the representations, warranties and covenants by it contained in this Section 5 will be true and correct as of the Closing Time, with the same force and effect as if then made by it.

6. Closing Deliveries. The purchase and sale of the Subscription Receipts will be completed at the Closing Time at the offices of Fasken Martineau DuMoulin LLP, Vancouver, British Columbia or at such other place as the Agents and the Corporation may agree upon in writing. At the Closing Time, the Corporation will issue the Subscription Receipts in certificated form and/or in accordance with the “noncertificated inventory” rules and procedures of CDS, and will direct CDS to credit the Subscription Receipts to the accounts of participants of CDS as designated by the Agents, against payment to the Subscription Receipt Agent (to be held in escrow in accordance with the terms of the Subscription Receipt Agreement) of the aggregate Offering Price therefor, less 50% of the Cash Compensation and all of the estimated expenses payable to the Agents at the Closing Time pursuant to Section 15, by wire transfer of immediately available funds. Notwithstanding the foregoing, all Subscription Receipts issued to a U.S. Purchaser shall be issued in certificated, fully registered form in the name of the Purchaser or its nominee (which, for certainty, shall not be CDS), and such certificates shall bear any legends contemplated by the Subscription Agreements.

7. Closing Conditions. Each Purchaser’s obligation to purchase the Subscription Receipts will be conditional upon the fulfilment at or before the Closing Time of the following conditions:

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(a) the Agents will have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and a director of the Corporation, certifying for and on behalf of the Corporation (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that:
(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation or prohibiting the issue and sale of the Subscription Receipts or any of the Corporation’s issued securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened by any regulatory authority;
(ii) since November 29, 2019: (A) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, prospects, affairs, operations, assets, liabilities (contingent or otherwise) or share structure of the Corporation; and (B) no material transactions have been entered into by the Corporation other than in the ordinary course of business except as otherwise disclosed in the Due Diligence Materials;
(iii) the Corporation has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(iv) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time;
(a) the Agents will have received a certificate dated the Closing Date, signed by an appropriate officer or officers of the Corporation (without personal liability) addressed to the Agents, with respect to the constating documents of the Corporation, all resolutions of the Corporation’s board of directors relating to the Transaction Documents, and otherwise pertaining to the purchase and sale of the Subscription Receipts and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agents may reasonably request;
(b) the Agents will have been satisfied, in their sole discretion, with the results of its due diligence review of the Corporation and its respective businesses, operations and financial conditions and market conditions at the Closing Time;
(c) the Agents will have received a certificate dated the Closing Date, signed by an appropriate officer or officers of the Corporation (without personal liability) addressed to the Agents, with respect to confirming that the due diligence investigation completed on November 29, 2019 (the “ Previous Due Diligence Review ”) remains complete and accurate in all material respects and there have been no changes that would result or have resulted in a Material Adverse Effect to the results and responses obtained in the Previous Due Diligence Review;
(d) the Agents will have received satisfactory evidence, acting reasonably, that all requisite approvals and consents have been obtained by the Corporation and remain in full force and effect in order to complete the Offering;

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(e) each of the Transaction Documents will be in a form acceptable to the Agents, acting reasonably, and will have been executed and delivered by the Corporation;
(f) the Advisory Agreement, in a form acceptable to the Agents, acting reasonably, will have been executed and delivered by the Corporation, provided that the Minimum Threshold is met;
(g) the Agents will have received legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date, from DQ Advocates, counsel to the Corporation, and where appropriate, counsel in the other Designated Provinces, and jurisdictions, including Isle of Man, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Corporation with respect to the following matters with respect to the Corporation:
(i) as to the incorporation and valid existence of the Corporation;
(ii) as to the authorized and issued shares of the Corporation immediately prior to the Closing Time;
(iii) the corporate power, capacity and authority of the Corporation to carry on its business as presently carried on and to own, lease and operate its properties and assets and execute and deliver the Transaction Documents and to perform all of its obligations thereunder and to issue the Subscription Receipts, the Ordinary Shares and Warrants comprising the Units, the Warrant Shares, the Compensation Options, the Compensation Option Shares and Compensation Option Warrants comprising the Compensation Option Units and the Compensation Option Warrant Shares;
(iv) each of the Transaction Documents has been duly authorized and executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Law;
(v) the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations thereunder and the issuance and sale of the Subscription Receipts and the issue of the Ordinary Shares and Warrants comprising the Units and the Corporate Finance Fee Units, the Warrant Shares, the Compensation Options, the Compensation Option Shares and Compensation Option Warrants comprising the Compensation Option Units and the Compensation Option Warrant Shares does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both: (A) the provisions of the Isle of Man Companies Act 2006 ; or (B) the constating documents of the Corporation;

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(vi) the authorization, creation and valid issuance of the Subscription Receipts, the Units payable as the Corporate Finance Fee Units and the Compensation Options;
(vii) the Ordinary Shares partially comprising the Units and the Corporate Finance Fee Units, the Warrant Shares, the Compensation Option Shares and the Compensation Option Warrant Shares have been duly authorized, and, in the case of the Warrant Shares, the Compensation Option Shares and the Compensation Option Warrant Shares, allotted and reserved for issuance;
(viii) the Ordinary Shares partially comprising the Units and the Corporate Finance Fee Units have been and, upon the due exercise of the Warrants, the Compensation Options and the Compensation Option Warrants in accordance with the provisions thereof, the Warrant Shares, the Compensation Option Shares and the Compensation Option Warrant Shares, respectively, will be, validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(ix) the Warrants partially comprising the Units and the Corporate Finance Fee Units and the Compensation Option Warrants partially comprising the Compensation Option Units have been validly created;
(x) the appointment of Odyssey Trust Company, at its principal office in Vancouver, British Columbia, as the duly appointed escrow agent and subscription receipt agent under the Subscription Receipt Agreement and the warrant agent under the Warrant Indenture;
(xi) the issuance and sale by the Corporation of the Subscription Receipts to the Purchasers resident in the Designated Provinces in accordance with the terms of the Subscription Agreements and the granting and the issuance of the Compensation Options to the Agents in accordance with the terms of this Agreement, are exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under applicable Securities Laws to permit such issuance and sale, subject only to the filing of the requisite forms under applicable Securities Laws;
(xii) the issuance of the Ordinary Shares and Warrants upon conversion of the Subscription Receipts, the issuance of the Warrant Shares upon due exercise of the Warrants, the issuance of the Compensation Option Shares and Compensation Option Warrants upon the due exercise of the Compensation Options, and the issuance of the Compensation Option Warrant Shares upon the due exercise of the Compensation Option Warrants, is or will be exempt from the prospectus requirements of applicable Securities Laws of the Designated Provinces and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under applicable Securities Laws of the Designated Provinces to permit such issuance;

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(xiii) the first trade by the Purchasers or the Agents (as applicable) of the Subscription Receipts, the Ordinary Shares and Warrants comprising the Units and the Corporate Finance Fee Units, the Compensation Options, the Warrant Shares, the Compensation Option Shares, the Compensation Option Warrants and the Compensation Option Warrant Shares, other than a trade which is otherwise exempt under the applicable Securities Laws, will be a distribution and will be subject to the prospectus requirements under the Securities Laws of the Designated Provinces unless: (A) at the time of such trade, the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding such trade; (B) at the time of such trade, at least four months have elapsed from the “distribution date” (as such term is defined under NI 45-102) of the Subscription Receipts or the Compensation Options, as applicable; (C) the certificates representing the Subscription Receipts and the Compensation Option Certificates carry a legend stating “Unless permitted under securities legislation, the holder of this security must not trade the security before October 10, 2020” (or if the security is entered into a direct registration or other electronic book entry system, or if the relevant Purchaser or Agent did not directly receive a certificate representing the security, the relevant Purchaser or Agent received written notice containing such legend); (D) the trade is not a “control distribution” (as such term is defined in the NI 45102); (E) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of such trade; (F) no extraordinary commission or consideration is paid to a person or corporation in respect of such trade; and (G) if the selling securityholder is an “insider” or “officer” of the Corporation (as such terms are defined under applicable Securities Laws), the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as such term is defined in National Instrument 14-101 – “Definitions”);
(h) if any Subscription Receipts are offered and sold in the United States, the Corporation will cause a favourable legal opinion to be delivered to the Agent by the Corporation’s special United States counsel, Dorsey & Whitney LLP, such opinion to be subject to such qualifications and assumptions as the Agents may agree and in form and substance satisfactory to the Agents, acting reasonably, to the effect that: (A) no registration of the Subscription Receipts offered and sold in the United States will be required under the U.S. Securities Act in connection with such offer and sale; and (B) provided no compensation is paid to solicit such exchange, no registration of the Units, Ordinary Shares and Warrants issued by the Corporation upon conversion of the Subscription Receipts under the Subscription Receipt Agreement is required under the U.S. Securities Act; provided, however, that such offers and sales are made in compliance with Section 5 of this Agreement and provided further that it being understood that no opinion is expressed as to: (X) any subsequent resale of any Subscription Receipts, Ordinary Shares and Warrants; and (Y) any issuance of securities by the Shell upon completion of the RTO in exchange for the Units, Ordinary Shares and Warrants; and
(i) the Agent will have received a certificate of validity with respect to the Corporation's online gambling business license issued under the Online Gambling Regulation Act 2001 (Isle of Man), dated as close as reasonably practicable to the Closing Date addressed to the Agent and their legal counsel as to all matters reasonably requested by the Agent.

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8. Rights of Termination. Each Agent will be entitled to terminate its obligations hereunder by written notice to that effect given to the Corporation at or prior to the Closing Time if:

(a) the Agents are not satisfied in their sole discretion, acting reasonably, with their due diligence review and investigations;
(b) there will have occurred any material change or change in any material fact, or there will be discovered any previously undisclosed material change or material fact, which, in each case, in the reasonable opinion of the Agents, has or would be reasonably expected to have an adverse effect on the market price or value of any of the securities of the Corporation, including, without limitation, the Subscription Receipts, the Ordinary Shares and Warrants;
(c) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is instituted, announced or threatened or any order is issued by any Governmental Authority in respect of the Corporation or the Shell or any of their directors and officers (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Agents); or there is any change of law, or the interpretation or administration thereof; or any order to cease trading (including communicating with persons in order to obtain expressions of interest) in the securities of the Corporation or the Shell is made by a Governmental Authority and that order is still in effect, which in the reasonable opinion of the Agent operates to prevent or restrict the trading in the Subscription Receipts or the distribution of the Subscription Receipts or which, in the reasonable opinion of the Agent, acting in good faith, could be expected to have a material adverse effect on the market price or value of the Subscription Receipts or the common shares of the Resulting Issuer, by giving the Corporation and, if applicable, the Agents written notice to that effect;
(d) there will occur any material change in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation or the Shell, or there will exist or be discovered by the Agent any material fact which is, or may be, of such a nature as to render the public information record within the past two years, untrue, false or misleading in a material respect or result in a misrepresentation (other than a change or fact related solely to the Agents), which in the reasonable opinion of the Agent could be expected to have a material adverse effect on the market price or value of the Subscription Receipts or the Resulting Issuer Shares, by giving the Corporation and, if applicable, the Agents written notice to that effect;
(e) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including any escalation in the severity of the COVID-19 Pandemic, or any action, law, regulation or inquiry which, in the reasonable opinion of the Agent, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada, or the business, operations or affairs of the Corporation or the Shell, by giving the Corporation and, if applicable, the Agents written notice to that effect;
(f) the state of the financial markets, whether national or international, is such that in the opinion of the Agents it would be unprofitable to offer or continue to offer the Subscription Receipts for sale;

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(g) the Corporation is in material breach of a term, condition or covenant of this Agreement, or any representation or warranty given by the Corporation in this Agreement becomes or is false;
(h) there is, in the opinion of the Agents, acting reasonably, a material change or a change in any material fact or a new material fact will arise which would be expected to have an adverse change or effect on the business, affairs, prospects or financial condition of the Corporation or its material properties or on the market price or the value of the securities of the Corporation; or
(i) the Agents and the Corporation agree to terminate this Agreement.

The Corporation agrees that: (i) all material terms and conditions in this Agreement will be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by the Corporation; (ii) it will use commercially reasonable efforts to cause such conditions to be complied with; and (iii) any breach or failure by the Corporation to comply with any of such conditions will entitle each Agent, at its option in accordance with Section 9, to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Subscription Receipts) by notice to that effect given to the Corporation at or prior to a Closing Time. The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension will be binding upon the Agents only if the same is in writing and signed by the Agents.

9. Exercise of Termination Right. The rights of termination contained in Section 8 may be exercised by each of the Agents acting alone and are in addition to any other rights or remedies the Agents may have in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination will not discharge or otherwise affect any obligation or liability of the Corporation provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. In the event of any such termination by the Agents, there will be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination under Sections 10, 11 and 12.

10. Expenses. Subject to the closing of the Final Tranche and the Minimum Threshold being met, the Corporation will pay all expenses and fees in connection with the Offering including, without limitation: (a) all reasonable expenses and fees in connection with the Offering, including, without limitation, all expenses of or incidental to the creation, issue, sale or distribution of the Subscription Receipts; (b) the fees and expenses of the Corporation’s counsel; (c) all costs incurred in connection with the preparation of documents relating to the Offering; and (d) all expenses and fees incurred by the Agents which will include “out of pocket” expenses and the reasonable fees and disbursements of the Agents’ Canadian legal counsel.

For further clarity, the Corporation will be solely responsible for all reasonable fees invoiced by Agents’ Canadian counsel, subject to all Agents’ Canadian counsel fees, without the prior written consent of the Corporation. All fees and expenses incurred by the Agents or on their behalf will be payable by the Corporation immediately upon receiving an invoice therefor from the Agent, and in any event no later than 15 days following receipt of an invoice from the Agent in respect of such fees and expenses. At the option of the Agent, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation at the applicable Closing. If the Offering does not result in the Corporation

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receiving the Minimum Offering Threshold, the Corporation will not be required to pay for any of the Agent’s expenses.

11. Survival of Representations and Warranties. All terms, warranties, representations, covenants, indemnities and agreements herein contained or contained in any documents delivered pursuant to this Agreement contemplated will survive the purchase and sale of the Subscription Receipts and continue in full force and effect for the benefit of the Agents, the Purchasers and/or the Corporation, regardless of the Closing and of any investigations carried out by the Agents or on their behalf and will not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the purchase and sale of the Subscription Receipts or otherwise for a period ending on the date that is the later of: (a) two years following the Closing Date; or (b) if the Escrow Release Conditions are satisfied on or before the Escrow Deadline, two years following the date of the completion of the Escrow Release Conditions. For greater certainty, the provisions contained in this Agreement in any way related to indemnification or the contribution obligations will survive and continue in full force and effect, indefinitely. In this regard, the Leads Agents will act as trustees for the Purchasers and accept these trusts and will hold and enforce such rights on behalf of the Purchasers.

12. Indemnity by the Corporation.

(a) The Corporation agrees to severally indemnify and save harmless each of the Agents, their respective affiliates, and any Selling Firms and their respective directors, officers, employees, partners, agents, advisors and shareholders (collectively, the " Indemnified Parties " and individually, an " Indemnified Party ") from and against any and all losses ( other than loss of profit), expenses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel (collectively, " Losses ") in connection with any action, suit, proceeding, investigation or claim (including, without limitation, security holder or derivative actions, arbitration proceedings or otherwise) that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the " Claims ") to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly:
(i) any untrue statement or alleged untrue statement of material fact contained in the information (whether written or oral) supplied to any prospective investor by or on behalf of the Corporation or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; or
(ii) the services provided by the Agents hereunder or under the Engagement Letter,

and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

(b) The Corporation agrees to waive any right that it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this Indemnity. The Corporation also agrees that no Indemnified Party will have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on behalf of or in right of the

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Corporation for or in connection with either subsection 12(a)(i) or 12(a)(ii) above, except, in the case of subsection 12(a)(ii) only, to the extent any Losses suffered by the Corporation are determined by a court of competent jurisdiction in a final judgment that has become nonappealable to have resulted primarily from the negligence or willful misconduct of such Indemnified Party.

(c) The Corporation will not, without the Agents’ prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless the Corporation has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.
(d) As soon as reasonably practicable after receiving notice of a Claim against either Agent or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agent or any such other Indemnified Party, will notify the Corporation in writing of the particulars thereof; provided, however, that the omission to notify the Corporation will not relieve the Corporation of any liability which it may have to the Agent or any other Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defense of such Claim or results in any material increase in the liability which the Corporation may have under this Indemnity. The Corporation will have 14 calendar days after receipt of the notice of Claim to undertake, conduct and control, through counsel of its own choosing and at its own sole expense, the settlement or defense of the Claim. If it undertakes, conducts and controls the settlement or defense of the Claim, the relevant Indemnified Parties will have the right to participate in the settlement or defense of the Claim.
(e) The foregoing indemnity will not apply, with respect to subsection 12(a)(ii) above only, to the extent that a court of competent jurisdiction in a final judgment that has become nonappealable will determine that such Losses to which the Indemnified Party may be subject were primarily caused by the negligence, illegal act or willful misconduct of the Indemnified Party.
(f) If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to either Agent or any other Indemnified Party or insufficient to hold the Agent or any other Indemnified Party harmless in respect of a Claim, the Corporation will contribute to the amount paid or payable by the applicable Agent or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agent or any other Indemnified Party on the other hand but also the relative fault of the Corporation, the Agent or any other Indemnified Party as well as any relevant equitable considerations; provided that the Corporation will in any event contribute to the amount paid or payable by the Agent or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received the Agent hereunder.

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(g) The Corporation hereby constitutes the Agents as trustees for each of the other Indemnified Parties of the Corporation's covenants under this indemnity with respect to those persons and the Agents agree to accept that trust and to hold and enforce those covenants on behalf of those persons.
(h) Each Agent may retain counsel to separately represent themselves in the defense of a Claim and the Corporation will pay the reasonable fees and disbursements of such counsel if: (i) the Corporation, as applicable: (A) does not promptly assume the defense of the Claim no later than 14 calendar days after receiving actual notice of the Claim; or (B) agrees to separate representation; or (ii) the Agent is advised in writing by counsel that there is an actual or potential conflict in the Corporation's and the Agents' respective interests or additional defenses are available to the Agent which makes representation by the same counsel inappropriate.
(i) The obligations of the Corporation under this Section 12 are in addition to any liabilities which the Corporation may otherwise have to the Agents or any other Indemnified Party.

13. Contribution.

(a) In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 12 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agents or enforceable otherwise than in accordance with its terms, the Corporation and the Agents will contribute to the aggregate of all claims, expenses, costs and liabilities (including any legal expenses reasonably incurred by the Indemnified Party in connection with any claim which is the subject of this Section 13) and all losses (other than loss of profits) of a nature contemplated in Section 12 in such proportions as are appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agents on the other hand, but also the relative fault of the Corporation and the Agents, as well as any relevant equitable consideration. The Agents will not in any event be liable to contribute, in the aggregate, any amounts in excess of such aggregate fees or any portion of such fees actually received by the Agents pursuant to this Agreement. However, no party who has engaged in any fraud, fraudulent misrepresentation, willful misconduct or gross negligence will be entitled to claim contribution from any Person who has not engaged in such fraud, fraudulent misrepresentation, willful misconduct or gross negligence.
(b) The rights to contribution provided in this Section 13 will be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise at law.
(c) If the Agents have reason to believe that a claim for contribution may arise, it will give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure to notify the Corporation will not relieve the Corporation of any obligation which it may have to the Agents under this Section 13, unless the Corporation is materially prejudiced by such failure to notify.

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14. Advertisements. The Corporation acknowledges that the Agents will have the right, subject always to Sections 1(a) and 1(c) of this Agreement, at its own expense, to place such advertisement or advertisements relating to the sale of the Subscription Receipts contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable law, including applicable securities laws. The Corporation and the Agents each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of applicable securities legislation in the United States or any of the provinces of Canada in which the Subscription Receipts will be offered or sold not being available.

15. Agents’ Compensation etc. In consideration of the services to be rendered by the Agents in connection with the Offering, and upon the Minimum Offering Threshold being met, the Corporation will pay: (i) to GSI, a cash fee of 5.0% of the aggregate cash proceeds of the Offering payable as Corporate Finance Fee Units (the " Corporate Finance Fee "); and (ii) to the Agents, 8.0% of the aggregate gross proceeds of the Offering (the “ Commission ” and together with the Corporate Finance Fee, the “ Cash Compensation ”). The obligation of the Corporation to pay the Cash Compensation will arise at Closing and the Cash Compensation will be fully earned by the Agents at the Closing Time; provided, however, of the Commission to be paid to the Agents upon Closing, 50% of the Commission will be paid to the Agents on Final Closing Date and the remaining 50% will be deposited in escrow with the Subscription Receipt Agent to form part of the Escrowed Proceeds, and will be paid to the Agents upon satisfaction of the Escrow Release Conditions.

As additional consideration for the services of the Agents, on Closing the Corporation will grant to the Agents that number of broker warrants equal to 8.0% of the number of Subscription Receipts sold pursuant to the Offering (the “ Compensation Options ”). Each Compensation Option will entitle the holder thereof to acquire one Unit (a “ Compensation Option Unit ”), consisting of one Ordinary Share (a “ Compensation Option Share ”) and one half of one Warrant (each whole Warrant, a “ Compensation Option Warrant ”), at an exercise price equal to $0.42 for a period of 24 months following the date the Escrow Release Conditions are satisfied or waived (to the extent such waiver is permitted) and the closing of the RTO. Each Compensation Option Warrant will entitle the holder thereof to purchase one Ordinary Share (a “ Compensation Option Warrant Share ”) at an exercise price equal to $0.63 for a period of 24 months following the date the Escrow Release Conditions are satisfied or waived (to the extent such waiver is permitted) and the closing of the RTO, subject to adjustment in certain events as set out in the Warrant Indenture. At the Closing Time, the Corporation will execute and deliver to the Agents the certificates evidencing the Compensation Options (the " Compensation Option Certificate ").

Each Agent represents for the benefit of the Corporation that is not in the United States, it did not receive an offer to acquire the Compensation Option Units within the United States, and it did not execute this Agreement or otherwise place its order to acquire the Compensation Option Units from within the United States.

16. Alternative Proposal.

(a) The Corporation agrees that during the term of this Agreement, the Corporation will not nor will any of its subsidiaries or their respective directors, officers, agents, accountants, financial advisors or attorneys will (and the Corporation will direct and use reasonable best efforts to cause its and its subsidiaries' employees who are not officers or directors not to), directly or indirectly: (i) initiate, solicit, knowingly encourage (including by providing information or assistance) or knowingly facilitate any inquiries, proposals or offers with respect to, or the

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making or completion of, any proposal that constitutes, or would reasonably be expected to lead to, an alternative debt or equity financing proposal to be effected and consummated (an " Alternative Proposal "); (ii) provide or cause to be provided any non-public information or data relating to the Corporation or any of their subsidiaries in connection with, or have any discussions with, any person or its representatives (other than the Corporation and its representatives) relating to or in connection with an actual or proposed Alternative Proposal; (iii) engage in any discussions or negotiations with any person (other than the Corporation and its representatives) concerning an actual or proposed Alternative Proposal; (iv) approve, endorse or recommend, agree to or accept any actual Alternative Proposal, (v) approve, endorse or recommend, agree to or accept or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any actual or proposed Alternative Proposal, or (vi) to make a binding agreement to do any of the foregoing.

(b) The Corporation agrees that any violation of this Section 16 by the Corporation or any affiliate or representative of the Corporation will constitute a breach of this Agreement by the Corporation and will result in the immediate payment of $100,000 by the Corporation to the Agents.
(c) The Corporation acknowledges that the agreements contained in this Section 16 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Agents would not enter into this Agreement, and that the amounts set out in this Section 16 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Agents will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty.

17. Right of First Refusal. With effect as of the Final Closing Date and continuing until the first anniversary of the Final Closing Date or the next round of financing conducted by the Corporation (whichever is the earlier), the Corporation will offer to the Agents the exclusive right and opportunity to act as agent for any offering of securities of the Corporation to be issued and sold in Canada and/or the United States or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer in Canada and/or the United States only. If the Corporation is intending to proceed with any such issuance, has received a proposal for any such issuance, intends to seek professional, sponsorship or advisory services or has received a proposal from a third party to deliver such services to the Corporation, the Corporation will provide to the Agents written notice (the " ROFR Notice ") of the proposed terms thereof (including the commission or fees proposed to be payable to the Agents) and the Agents will have five (5) Business Days following receipt of the Agent of the notice (the " ROFR Response Period ") to respond in writing (the " ROFR Response ") to the Corporation if they will provide such financing and/or services to act as a manager, underwriter, agent and/or financial advisor (as the case may be, depending on the nature of the transaction), in connection with such transaction on behalf of the Corporation on the terms and conditions contained therein. If the Agents decline the terms and conditions contained in the ROFR Notice and/or fails to provide a ROFR Response within the ROFR Response Period that it will provide such financing and or other services upon the terms set out in the ROFR Notice, the Corporation may engage any other financial institution as manager, underwriter, agent and/or financial advisor (as the case may be, depending on the nature of the transaction) in connection with such transaction; provided, however, that the terms and conditions of any such engagement will be no more favourable to such other financial institution than the terms and conditions offered by the Corporation to the Agents and provided further that such engagement is entered into within thirty (30) days of the date the Agents so declined.

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18. Confidentiality . For the purpose of this Agreement, " Confidential Information " includes financial, operating, technical, and other information and materials concerning the Corporation, its properties and its direct and indirect subsidiaries, which is furnished to the Agents or to any of their respective directors, officers, and employees or to the Agents accounting and legal advisors by the Corporation or any director, officer, employee, financial or accounting advisor, legal advisor, representative or other agent of the Corporation.

The term " Confidential Information " does not include information which: (a) becomes generally available to the public other than as a result of a disclosure by the Agents not permitted hereunder; (b) was available to the Agents on a non-confidential basis prior to its disclosure to the Agent by the Corporation; (c) becomes available to the Agents on a non-confidential basis from a source other than the Corporation; provided, however, that such source is not to the knowledge of the Agent bound by a confidentiality agreement with, or other confidentiality obligation to the Corporation; or (d) is independently developed by the Agents without reference to any Confidential Information.

The Agents undertake to keep confidential all Confidential Information received from the Corporation and will not disclose such Confidential Information without the prior written approval of the Corporation except as may be required by law or in connection with legal or regulatory proceedings. If the Agents are requested to disclose Confidential Information as a legal requirement or as part of a legal or regulatory process, the Agents will provide the Corporation with notice, as soon as reasonably practicable, of such request so that the Corporation can take whatever action it wishes to take in relation to the request. The Agents undertake not to use any Confidential Information received from the Corporation for any other purpose, except as contemplated in this Agreement.

The Corporation will keep confidential all advice and opinions provided by the Agents, except as provided herein or as required to be disclosed by applicable law or in connection with legal or regulatory proceedings. If the Corporation is requested to disclose any such advice or opinions as a legal requirement or as part of a legal or regulatory process, the Corporation will provide the Agents with written notice, as soon as reasonably practicable, of such request so that the Agents can take whatever action it wishes to take in relation to the request.

The obligations of the parties in this Section 18 will terminate twelve (12) months following the earlier of the closing of the Offering or the termination of this Agreement.

19. Public Disclosure.

(a) The Corporation acknowledges and agrees that any and all written and oral opinions, advice, analysis and materials provided by the Agents in connection with the engagement herein is intended solely for the Corporation's benefit and internal use and the Corporation covenants and agrees that no such opinion, advice or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose whatsoever without the Agents’ prior written consent in each specific instance.
(b) The Corporation agrees that no public announcement or press release concerning this Agreement or any other instrument related hereto, or the relationship between the Corporation and the Agents will be made without prior consent of the Agent, such consent not to be unreasonably withheld.

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(c) If the Offering is successfully completed, the Agents will be permitted to publish, at its own expense, after giving the Corporation a reasonable opportunity to comment on the form and content thereof, such advertisements or announcements relating to the performance of services provided hereunder in such newspaper or other publications as the Agents considers appropriate, and will further be permitted to post such advertisements or announcements on its website.

20. Independent Contractor . The Corporation has retained the Agents solely to assist the Corporation (and not any other person) with the matters set forth in this Agreement. In rendering its assistance, the Agents will act as an independent contractors, and the Agents owe their duties arising out of this engagement solely to the Corporation, and to no other person. The Corporation acknowledges that nothing in this Agreement is intended to create duties to the Corporation, beyond those expressly provided for in this Agreement, and the Agents and the Corporation specifically disclaim the creation of any partnership, joint venture, fiduciary, agency or non-contractual relationship between, or the imposition of any partnership, joint venture, fiduciary, agency or non-contractual duties on, either party. Except as set out in Section 12 hereof, nothing in this Agreement is intended to confer upon any other person any rights or remedies under this Agreement or by reason of this Agreement. The Corporation acknowledges that the Agents are not acting in any capacity other than as expressly provided for in this Agreement, including as to legal, tax or accounting matters in any jurisdiction, and that the Agents will not provide any legal, tax or accounting advice, either pursuant to this Agreement or otherwise. The Corporation will be solely responsible for engaging and instructing such advisors as they deem necessary for purposes of the subject matter of this Agreement and is solely responsible for making its own independent investigation and appraisal of the transaction contemplated under this Agreement, and the Agents will have no responsibility or liability to the Corporation with respect to such matters.

21. Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) will be in writing addressed as follows:

(a) If to the Corporation, to:

Esports Limited First Floor, Millennium House Victoria Road Douglas, Isle of Man, IM2 4RW

Attention: Quentin Martin Email: [email protected]

and with a copy to (which will not constitute notice):

Fasken Martineau DuMoulin LLP Suite 2900, 550 Burrard Street Vancouver, BC, V6C 0A3

Attention: Mike Stephens Email: [email protected]

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(b) If to the Agents, to: Gravitas Securities Inc. 333 Bay Street Suite 1720 Toronto, ON MH2 2R2

Attention: Syndication E-mail: [email protected]

Beacon Securities Limited 66 Wellington St. W Suite 4050 Toronto, ON M5K 1H1

Attention: Justin Gilman E-mail: [email protected]

and with a copy to (which will not constitute notice):

DuMoulin Black 10[th] Floor, 595 Howe Street Vancouver, British Columbia V6C 2T5

Attention: Justin Kates Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice will be personally delivered to the addressee or sent by email transmission to the addressee and: (i) a notice which is personally delivered will, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email transmission will be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

22. Time of the Essence. Time will, in all respects, be of the essence hereof.

23. Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada.

24. Headings. The headings contained herein are for convenience only and will not affect the meaning or interpretation hereof.

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Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender will include the masculine, feminine and neuter genders.

25. Entire Agreement. This Agreement constitutes the only agreement among the parties with respect to the subject matter hereof and will supersede any and all prior negotiations and understandings, including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

26. Severability. The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

27. Governing Law. This Agreement 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. The Corporation and Agents irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.

28. Successors and Assigns. The terms and provisions of this Agreement will be binding upon and enure to the benefit of the Corporation, the Agents and the Purchasers and their respective successors and permitted assigns; provided, however, that, this Agreement will not be assignable by any party without the written consent of the others.

29. Further Assurances. Each of the parties hereto will do or cause to be done all such acts and things and will execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

30. Absence of Fiduciary Relationship. The Corporation acknowledges and agrees that: (i) the Agents have not assumed nor will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Agents do not have any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (ii) the Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (iii) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

31. Effective Date. This Agreement is intended to and will take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

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32. Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

33. Counterparts and Electronic Transmission. This Agreement may be executed in any number of counterparts and by electronic transmission, each of which so executed will constitute an original and all of which taken together will form one and the same agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

Yours very truly,

GRAVITAS SECURITES INC.

(Signed)

Per: ______ Authorized Signatory

BEACON SECURITIES LIMITED

(Signed) Per: ______ Authorized Signatory

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DocuSign Envelope ID: DFADE2B4-3A92-4246-82FB-21AF3E89CF7D

The foregoing is hereby accepted on the terms and conditions herein set forth. 09 June 2020 | 08:25 PDT DATED as of this _ day of_______, 2020.

ESPORTS LIMITED

Per: _____ "Quentin Martin"_______ _ Authorized Signatory Authorized Signatory

[ Signature Page to Agency Agreement ]

SCHEDULE A AGENT’S CERTIFICATE

In connection with the private placement in the United States of subscription receipts (the “ Offered Securities ”) of Esports Limited (the “ Corporation ”) pursuant to the agency agreement dated June 9, 2020 among the Corporation and the Agents named therein (the “ Agency Agreement ”), each of the undersigned does hereby certify to the Corporation as follows:

(a) [●] (the “ U.S. Affiliate ”) is, and at all relevant times was, a duly registered broker or dealer with the United States Securities and Exchange Commission and is and was a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and the date on which each offer was made by it in the United States or to, or for the account or benefit of, U.S. Persons, and all offers and sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons have been effected by the U.S. Affiliate in compliance with all U.S. federal and state broker-dealer requirements;
(b) immediately prior to making any offers to any offeree in the United States or to a U.S. Person or to a person acting for the account or benefit of a person in the United States or a U.S. Person, we had reasonable grounds to believe and did believe that the offeree was an Accredited Investor and, on the date hereof, we continue to believe that each such U.S. Purchaser that is purchasing Subscription Receipts from us is an Accredited Investor;
(c) no form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Subscription Receipts in the United States and to, or for the account or benefit of, U.S. Persons or person in the United States;
(d) neither we nor the U.S. Affiliate, have taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act;
(e) all U.S. Purchasers of the Subscription Receipts have been informed that the Subscription Receipts and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such U.S. Purchasers without registration in reliance on an available exemption from the registration requirements of the U.S. Securities Act; and
(f) the offering of the Offered Securities in the United States has been conducted by us in accordance with the terms of the Agency Agreement.

Terms used in this certificate have the meanings given to them in the Agency Agreement unless otherwise defined herein.

{D0099805:13}

Dated this ___ day of_______, 2020.

[NAME OF APPLICABLE AGENT]

Per: ______ Authorized Signatory

[NAME OF U.S. AFFILIATE]

Per: ______ Authorized Signatory

{D0099805:13}

SCHEDULE B

ISSUED AND OUTSTANDING SECURITIES OF THE CORPORATION

21,163,624 Ordinary Shares in the capital of the Corporation.

318,654 Incentive Stock Options to acquire Ordinary Shares.

1,855,143 Ordinary Share purchase warrants with an exercise price of $0.63.

221,000 Ordinary Share purchase warrants with an exercise price of $0.42.

10,717,864 Ordinary Shares issuable in connection with the conversion of the Convertible Loan Note.

595,238 Ordinary Share issuable to Quentin Martin upon Closing pursuant to the terms of the employment agreement between Quentin Martin and the Company dated April 27, 2020 (assuming that $5,000,000 of Subscription Receipts are sold in the Offering).

{D0099805:13}

AI assistant

Real Luck Group Ltd. Capital/Financing Update 2020

47556_rns_2020-12-31_f864995b-efca-4c95-928f-8d402c4f3885.pdf

AGENCY AGREEMENT

Attention: Quentin Martin, Chief Executive Officer

DEFINITIONS

TERMS AND CONDITIONS

1. Offering Restrictions.

4. Representations and Warranties.

5. Compliance with U.S. Securities Laws.

12. Indemnity by the Corporation.

13. Contribution.

16. Alternative Proposal.

19. Public Disclosure.

GRAVITAS SECURITES INC.

BEACON SECURITIES LIMITED

ESPORTS LIMITED

SCHEDULE A AGENT’S CERTIFICATE

[NAME OF APPLICABLE AGENT]

[NAME OF U.S. AFFILIATE]

SCHEDULE B

ISSUED AND OUTSTANDING SECURITIES OF THE CORPORATION

AI assistant

Real Luck Group Ltd. — Capital/Financing Update 2020

47556_rns_2020-12-31_f864995b-efca-4c95-928f-8d402c4f3885.pdf

AGENCY AGREEMENT

Attention: Quentin Martin, Chief Executive Officer

DEFINITIONS

TERMS AND CONDITIONS

1. Offering Restrictions.

4. Representations and Warranties.

5. Compliance with U.S. Securities Laws.

12. Indemnity by the Corporation.

13. Contribution.

16. Alternative Proposal.

19. Public Disclosure.

GRAVITAS SECURITES INC.

BEACON SECURITIES LIMITED

ESPORTS LIMITED

SCHEDULE A AGENT’S CERTIFICATE

[NAME OF APPLICABLE AGENT]

[NAME OF U.S. AFFILIATE]

SCHEDULE B

ISSUED AND OUTSTANDING SECURITIES OF THE CORPORATION

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Real Luck Group Ltd. Capital/Financing Update 2020