Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. (a) GameSquare has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the passing of the Arrangement Resolution at the GameSquare Meeting, to consummate the Arrangement and the other transactions contemplated hereby. The execution and delivery of this Agreement by GameSquare and the consummation by GameSquare of the Arrangement and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of GameSquare (subject to obtaining the Regulatory Approvals, the approval of the Arrangement Resolution by the GameSquare Shareholders, the Interim Order and the Final Order). (b) The GameSquare Board has (i) determined that this Agreement, the Arrangement and the other transactions contemplated by this Agreement are in the best interests of GameSquare, (ii) authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, (iii) resolved to recommend that the GameSquare Shareholders vote in favour of the Arrangement Resolution; and (iv) resolved to make the GameSquare Board Recommendation. Such resolutions of the GameSquare Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and delivered by GameSquare and, assuming the due execution and delivery of this Agreement by Engine Gaming, constitutes the legal, valid and binding obligation of GameSquare, enforceable against GameSquare in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies (collectively (i) and (ii), “Enforceability Exceptions”).

Corporate Authority; Approval. ‌ (a) GameSquare EHT has all requisite corporate power and authority to enter into and to perform its obligations under (i) this Agreement and, subject to the passing of the Arrangement Resolution at the GameSquare EHT Meeting, to consummate the Arrangement and the other transactions contemplated herebyhereby and (ii) the SKYE Support Agreements. The execution and delivery of this Agreement by GameSquare EHT and the consummation by GameSquare EHT of the Arrangement and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of GameSquare EHT (subject to obtaining the Regulatory Approvals, the approval of the Arrangement Resolution by the GameSquare EHT Shareholders, the Interim Order and the Final Order).Order).‌ (b) The GameSquare EHT Board has (i) determined that this Agreement, the Arrangement and the other transactions contemplated by this Agreement are in the best interests of GameSquareEHT, (ii) authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, (iv) authorized the execution and delivery of the SKYE Support Agreements and the performance of its obligations thereunder, (iii) resolved to recommend that the GameSquare EHT Shareholders vote in favour of the Arrangement Resolution; and (ivvi) resolved to make the GameSquare EHT Board Recommendation. Such resolutions of the GameSquare EHT Board have not been rescinded, modified or withdrawn in any way.way.‌ (c) This Agreement has been duly executed and delivered by GameSquare EHT and, assuming the due execution and delivery of this Agreement by Engine GamingSKYE, constitutes the legal, valid and binding obligation of GameSquareEHT, enforceable against GameSquare EHT in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies (collectively (i) and (ii), “Enforceability Exceptions”).and‌

Corporate Authority; Approval. (a) GameSquare EHT has all requisite corporate power and authority to enter into and to perform its obligations under (i) this Agreement and, subject to the passing of the Arrangement Resolution at the GameSquare EHT Meeting, to consummate the Arrangement and the other transactions contemplated herebyhereby and (ii) the SKYE Support Agreements. The execution and delivery of this Agreement by GameSquare EHT and the consummation by GameSquare EHT of the Arrangement and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of GameSquare EHT (subject to obtaining the Regulatory Approvals, the approval of the Arrangement Resolution by the GameSquare EHT Shareholders, the Interim Order and the Final Order). (b) The GameSquare EHT Board has (i) determined that this Agreement, the Arrangement and the other transactions contemplated by this Agreement are in the best interests of GameSquareEHT, (ii) authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, (iv) authorized the execution and delivery of the SKYE Support Agreements and the performance of its obligations thereunder, (iii) resolved to recommend that the GameSquare EHT Shareholders vote in favour of the Arrangement Resolution; and (ivvi) resolved to make the GameSquare EHT Board Recommendation. Such resolutions of the GameSquare EHT Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and delivered by GameSquare EHT and, assuming the due execution and delivery of this Agreement by Engine GamingSKYE, constitutes the legal, valid and binding obligation of GameSquareEHT, enforceable against GameSquare EHT in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies (collectively (i) and (ii), “Enforceability Exceptions”).

Corporate Authority; Approval. (a) GameSquare The Company has all requisite necessary corporate power and authority to enter into execute, deliver and to perform its obligations under this Agreement and, subject to the passing of the Arrangement Resolution at the GameSquare Meeting, and to consummate the Arrangement and the other transactions contemplated herebyTransaction. The execution and delivery of this Agreement by GameSquare and the consummation completion by GameSquare the Company of the Arrangement and of the other transactions contemplated by this Agreement have been duly authorized by all necessary the Board (with Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxx and Xxxx Xxxxxxxxx abstaining from voting) and no other corporate action proceedings on the part of GameSquare the Company are necessary to authorize the execution and delivery by it of this Agreement or (subject to obtaining the Required Regulatory Approvals, the approval of the Arrangement Resolution by the GameSquare Company Shareholders, the Interim Order and the and the Final Order) the completion by the Company of the transactions contemplated thereby. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The GameSquare Board has (with Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxx and Xxxx Xxxxxxxxx abstaining from voting on items (i) to (iii) below), after receiving legal and financial advice, the Formal Valuation and the Fairness Opinion, and upon the recommendation of the Company Special Committee: (i) determined that this Agreement, the Arrangement and the other transactions contemplated by this Agreement are is in the best interests of GameSquarethe Company and the consideration to be received by the Company Shareholders is fair, from a financial point of view, to the Company Shareholders; (ii) authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, (iii) resolved to recommend that the GameSquare Company Shareholders vote in favour of the Arrangement Resolution; and (iviii) resolved to make authorized the GameSquare Board Recommendation. Such resolutions of the GameSquare Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and delivered by GameSquare and, assuming the due execution and delivery entering into of this Agreement by Engine Gaming, constitutes the legal, valid and binding obligation of GameSquare, enforceable against GameSquare in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief performance by the Company of debtors its obligations under this Agreement, and (ii) rules of Law governing specific performanceno action has been taken to amend, injunctive relief and other equitable remedies (collectively (i) and (ii)or supersede, “Enforceability Exceptions”)such determinations, resolutions or authorizations.