Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. (a) GameSquare is duly organized, validly existing and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (aEach of Parent and --------------------------------------------- the Subsidiaries of Parent listed in Section 5.2(b) GameSquare of the Parent Disclosure Letter is a corporation duly organized, validly existing and in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease own and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the any failure to be so qualified or in such good standing would not reasonably be expected to havestanding, individually or in the aggregatewhen taken together with all other such failures, is not reasonably likely to have a GameSquare Parent Material Adverse Effect. Effect (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effectas defined below). Each of the GameSquare Subsidiaries Parent has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate the Company a complete and complete copies correct copy of the Organizational Documents Parent's and its Subsidiaries' articles or certificates of each GameSquare Subsidiary as at the date hereofincorporation and by-laws or regulations, each as amended to the date hereof, . Parent's and each as its Subsidiaries' articles or certificates of incorporation and by-laws or regulations so delivered is are in full force and effect. Neither GameSquare nor any As used in this Agreement, the term "Parent Material Adverse Effect" ------------------------------ means a material adverse effect on the financial condition, properties, business or results of operations of the GameSquare Parent and its Subsidiaries is in material default of the performancetaken as a whole provided, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letterhowever, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, that to the extent required under that any such effect results directly from -------- ------- the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more public announcement of the GameSquare Subsidiariestransactions contemplated by this Agreement or actions taken by the Company or its Subsidiaries after the date of this Agreement, in each case free and clear of all Lienssuch effect shall not be considered when determining if a Parent Material Adverse Effect has occurred.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Parent and the Company and their respective Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries incorporation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned Assets and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, business and is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing ownership or operation of its assets or properties or conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. (c) GameSquare . Each of the Parent and the Company has delivered or made available to Engine Gaming accurate the Purchaser a complete and complete copies correct copy of the Parent’s and the Company’s and their respective Subsidiaries’ certificates of incorporation and bylaws (collectively, “Organizational Documents of each GameSquare Subsidiary as at the date hereofDocuments”), each as amended to date. The Parent’s and the date hereof, Company’s and each as their respective Subsidiaries’ Organizational Documents so delivered is are in full force and effect. Neither GameSquare the Parent, the Company nor any of the GameSquare their respective Subsidiaries is in material default of the performance, observance or fulfillment of has violated any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c3.01(a) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any Schedule contains a correct and complete list as of the GameSquare date hereof of each jurisdiction where the Parent, the Company and/or each of their respective Subsidiaries and no board approvals have been given is organized and/or qualified to commence any such proceedingdo business. (db) A true and complete list as of the date hereof of all of the Parent’s and the Company’s respective Subsidiaries, together with the percentage of the outstanding capital stock of each Subsidiary owned by the Company or the Parent and each other Subsidiary, is set forth on Section (1)(d3.01(b) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stockSchedule. Except as disclosed in Section 3.01(b) of the Disclosure Schedule, neither the Parent nor the Company directly or indirectly owns any equity interests or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other direct business association or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare The Company is a public limited company duly organized, organized and validly existing and in good standing under the Laws of the Province of OntarioEngland and Wales. GameSquare has all requisite corporate power Except as is not and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. GameSquare , each of the Significant Subsidiaries is qualified to do businessa legal entity duly incorporated or organized, is up-to-date in respect of all material corporate filings validly existing and is in good standing as a foreign corporation (to the extent the “good standing” concept is applicable in each the case of any jurisdiction where outside the ownership, leasing or operation United States) under the Laws of the jurisdiction of its assets incorporation or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing organization. Except as is not and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (b) Each , each of the GameSquare Subsidiaries is duly organized, validly existing and, to Company and the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Significant Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Company and the Significant Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, business and is in good standing (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States) as a foreign corporation or other Person legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where the any such failure to be so qualified or licensed or in good standing is not and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (c) GameSquare . The Company has delivered or made available to Engine Gaming accurate Buyer complete and complete correct copies of the Organizational Documents Company’s and the Significant Subsidiaries’ articles of each GameSquare Subsidiary as at the date hereofassociation, certificates of incorporation and bylaws or comparable organizational and governing documents, each as amended to the date hereofof this Agreement, and each as so delivered provided or made available is in full force and effecteffect on the date of this Agreement. Neither GameSquare nor any The Company is not in violation of its Articles of Association. None of the GameSquare Significant Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions violation of its respective Organizational Documentsarticles of association, certificates of incorporation and bylaws or comparable organizational and governing documents. Except as provided As used in Section (1)(c) of this Agreement, the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.term

Organization, Good Standing and Qualification. (a) GameSquare The Company is a legal entity duly organizedincorporated, validly existing and in good standing under the Laws of the Province State of Ontario. GameSquare Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and or authority (x) would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse EffectEffect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. GameSquare The Company is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) . Each of the GameSquare Company’s Subsidiaries is a legal entity duly organized, validly existing and, to the extent such concept is applicable, and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, business and is in good standing as a foreign corporation or other Person legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Effect and (cy) GameSquare would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has delivered or made available to Engine Gaming accurate Parent prior to the date of this Agreement true, correct and complete copies of the Organizational Documents Company’s certificate of each GameSquare Subsidiary as at the date hereofincorporation and bylaws, each as amended to the date hereofof this Agreement, and each as so delivered disclosed is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of the Province State of OntarioDelaware. GameSquare Each of the Company and each of its Subsidiaries has all requisite corporate power and authority to own, lease own and operate its properties and assets as presently owned and assets, to carry on its business as presently conductedcurrently conducted and as currently proposed to be conducted and, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregatecase of the Company, a GameSquare Material Adverse Effectto execute and deliver this Agreement and the Series E Preferred Stock Registration Rights Agreement, in the form attached hereto as Exhibit C (the "REGISTRATION RIGHTS AGREEMENT"), to issue and sell the Shares and to carry out the provisions of this Agreement, the Registration Rights Agreement, and the Certificate. GameSquare Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where all jurisdictions in which the ownership, leasing or operation nature of its assets or properties or conduct activities and of its business requires properties (both owned and leased) make such qualificationqualifications necessary, except where the for those jurisdictions in which failure to be do so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each Neither the Company nor any of its Subsidiaries owns any equity securities of any other corporation, limited partnership or similar entity, other than the ownership by the Company of equity securities of OptiMark US Equities, Inc. and OptiMark, Inc. (together, the "OPTIMARK SUBSIDIARIES"). The Company owns all of the GameSquare outstanding shares of capital stock of each of the OptiMark Subsidiaries has all requisite corporate free of any Lien other than the security interests granted to SOFTBANK pursuant to the Pledge Agreement and liens for current taxes not yet due (it being understood that the Liens previously granted to SOFTBANK shall be terminated on the Closing Date of the First Closing). The Company is not a participant in any joint venture, partnership or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effectarrangement. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare The Company has delivered or made available to Engine Gaming accurate the Purchasers true, correct and complete copies of the Organizational Documents Company's Certificate of each GameSquare Subsidiary as at the date hereofIncorporation and Bylaws, each as amended to the date hereof, and each as so delivered is presently in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power (if and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept term is applicable, so recognized in good standing such jurisdiction) under the Laws of its respective jurisdiction of organizationincorporation or organization and has all requisite corporate or similar power and authority; and each of Parent and Merger Sub possesses all governmental licenses, permits, authorizations and approvals, necessary to enable it to use its corporate or other name and to own, lease or otherwise hold, use and operate its properties, rights and other assets and necessary to carry on its business as currently conducted, except where the failure to be so organized, existing or existing, in good standing would not reasonably be expected to havestanding, qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Parent Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate Parent and Merger Sub is duly qualified or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified licensed to do business, business and is up-to-date in respect of all material corporate filings and, good standing (if and to the extent such concept term is applicable, is so recognized in good standing as a foreign corporation or other Person such jurisdiction) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its assets or assets, properties or the conduct of its business requires makes such qualification, except licensing or good standing necessary, other than where the failure to be so qualified qualified, licensed or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Parent Material Adverse Effect. (c) GameSquare . Parent has delivered or made available to Engine Gaming accurate the Company, prior to the date of this Agreement, true, correct and complete copies of the Organizational Documents certificate of each GameSquare Subsidiary as at incorporation and by-laws of Parent and the date hereofarticles of incorporation and by-laws of Merger Sub, each as amended to the date hereofof this Agreement, and each as so delivered made available is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is effect and Parent and Merger Sub are each not in material default of the performance, observance or fulfillment violation of any of the provisions of its their respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingprovisions. (da) Section (1)(d) As used herein, the term “Parent Material Adverse Effect” means any event, change, effect, development, state of facts, condition, circumstance or occurrence that has a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of Parent and its Subsidiaries, as the case may be, taken as a whole; provided, however, that none of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stockfollowing, equity interests or other the direct or indirect ownership interests in any other Person other than capital stockresults thereof, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in shall constitute a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.Parent Material Adverse Effect:

Organization, Good Standing and Qualification. (a) GameSquare Each of Parent and Merger Sub and Parent’s Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except with respect to Parent’s Subsidiaries, where the failure to be so organized, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Parent Material Adverse Effect. GameSquare Each of Parent and its Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Parent Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare Parent has delivered or made available to Engine Gaming accurate the Company a true and complete copies copy of the Organizational Documents Parent’s currently effective certificate of each GameSquare Subsidiary as at the date hereofincorporation and bylaws, each as amended and restated to the date hereof, of this Agreement. Parent’s certificate of incorporation and each as bylaws so delivered is are in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries effect and Parent is not in material default of the performance, observance or fulfillment of any of the provisions violation of its respective Organizational Documents. Except as provided in certificate of incorporation or bylaws. (c) Section (1)(c4.1(c) of the GameSquare Parent Disclosure LetterLetter lists, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any as of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) date of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stockthis Agreement, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge each Subsidiary of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) Parent and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more each Related Entity of the GameSquare Subsidiaries, in each case free and clear of all LiensParent.

Organization, Good Standing and Qualification. (a) GameSquare Each of the --------------------------------------------- Company and each of its Subsidiaries is a corporation or limited liability company duly organized, validly existing and in good standing (where such concept is recognized) under the Laws laws of its respective jurisdiction of organization. Each of the Province Company and each of Ontario. GameSquare its Subsidiaries has all requisite corporate or limited liability company power and authority to own, lease own and operate its their respective properties and assets as presently owned and to carry on its business their respective businesses as presently conducted, except where . Each of the failure to have such power Company and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare each of its Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or limited liability company in each jurisdiction (where such concept is recognized) where the ownership, leasing ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in such good standing would standing, when taken together with all other such failures, is not reasonably be expected likely to have, individually or in the aggregate, have a GameSquare Company Material Adverse Effect. Effect (bas defined below) Each or impair the ability of the GameSquare Subsidiaries is duly organizedCompany, validly existing andthe Surviving Corporation, Parent or any of their respective affiliates, following consummation of the Offer or the Merger, to the extent such concept is applicable, conduct any material business or operations in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each any jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare they are now being conducted. The Company has delivered or made available to Engine Gaming accurate Parent a complete and complete copies correct copy of the Organizational Documents Company's and its Subsidiaries' certificates of each GameSquare Subsidiary as at incorporation and bylaws (or documents of a similar scope for (i) limited liability companies and (ii) corporations organized in jurisdictions outside the date hereofUnited States), each as amended to the date hereof, date. The Company's and each as its Subsidiaries' certificates of incorporation and bylaws (or similar documents) so delivered is made available are in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (ai) GameSquare It and each of its Eligible Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization. It and each of its Eligible Subsidiaries has the Province of Ontario. GameSquare has all requisite corporate corporate, limited liability company or partnership, as the case may be, power and authority to own, lease own and operate its properties and assets and, insofar as presently owned it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Note, (iii) to issue and sell the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Eligible Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the for those jurisdictions in which failure to have such power and authority would do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (ii) Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. GameSquare Holdings has the limited liability company power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto and to carry on its business as presently conducted. Holdings It and each of its Eligible Subsidiaries is duly qualified and is authorized to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation limited liability company in each jurisdiction where all jurisdictions in which the ownership, leasing nature or operation location of its assets or properties or conduct activities and of its business requires properties (both owned and leased) makes such qualificationqualification necessary, except where the for those jurisdictions in which failure to be do so qualified has not had, or in good standing would could not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the Province its jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to be so qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Parent Material Adverse Effect. GameSquare Each of Parent and Merger Sub is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Parent Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare Parent has delivered or made available to Engine Gaming accurate Company a true and complete copies correct copy of the Organizational Documents for Parent and Merger Sub. Each of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, Parent and each as so delivered Merger Sub is not in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment violation of any of the provisions of its respective Organizational Documents. Except as provided in . (c) Section (1)(c4.1(c)(i) of the GameSquare Parent Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation Letter lists each Subsidiary of GameSquare or any Parent as of the GameSquare Subsidiaries date hereof and no board approvals have been given to commence any such proceeding. (d) its place of organization. Section (1)(d4.1(c)(ii) of the GameSquare Parent Disclosure Letter sets forth GameSquare’s forth, for each Subsidiary that is not, directly or indirectly, wholly owned by the Parent, (x) the number and each GameSquare Subsidiary’s type of any capital stockstock of, equity interests or other direct equity or indirect ownership voting interests in in, such Subsidiary that is outstanding as of the date hereof and (y) the number and type of shares of capital stock of, or other equity or voting interests in, such Subsidiary that, as of the date hereof, are owned, directly or indirectly, by the Parent and any other Person other than Person. Except for the capital stockstock of, equity interests or other direct equity or indirect ownership voting interests in, its Subsidiaries, the Parent does not own, directly or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such indirectly, any capital stockstock of, equity interests or other direct equity or indirect ownership voting interests (i) havein, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liensany Person.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except with respect to the Company’s Subsidiaries, where the failure to be so organized, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. GameSquare Each of the Company and its Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare The Company has delivered or made available to Engine Gaming accurate Parent and Merger Sub a true and complete copies copy of the Organizational Documents Company’s currently effective certificate of each GameSquare Subsidiary as at the date hereofincorporation and bylaws, each as amended and restated to the date hereof, of this Agreement. The Company’s certificate of incorporation and each as bylaws so delivered is are in full force and effect. Neither GameSquare nor any of effect and the GameSquare Subsidiaries Company is not in material default of the performance, observance or fulfillment of any of the provisions violation of its respective Organizational Documents. Except as provided in certificate of incorporation or bylaws. (c) Section (1)(c3.1(c) of the GameSquare Company Disclosure LetterLetter lists, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any as of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) date of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stockthis Agreement, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to each Subsidiary of the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) Company and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more each Related Entity of the GameSquare Subsidiaries, in each case free and clear of all LiensCompany.

Organization, Good Standing and Qualification. (a) GameSquare Each of Parent, Intermediate Holdco and Merger Sub (a) is a corporation (or, in the case of Intermediate Holdco, a limited liability company) duly organized, validly existing and in good standing under the Laws of the Province State of Ontario. GameSquare Delaware, (b) has all requisite corporate or other organizational power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power now conducted and authority would not reasonably be expected to have, individually (c) is duly qualified or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified licensed to do business, is up-to-date in respect of all material corporate filings and is in good standing business as a foreign corporation or limited liability company, as applicable, and is, to the extent applicable, in each good standing under the laws of any other jurisdiction where in which the ownershipcharacter of the properties owned, leasing leased or operation of its assets operated by it therein or properties or conduct in which the transaction of its business requires makes such qualificationqualification or licensing necessary, except where the failure to be so qualified qualified, licensed or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Parent Material Adverse Effect. The copies of Parent’s Organizational Documents which are incorporated by reference as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 30, 2018 are correct and complete copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. Parent has made available to the Company correct and complete copies of Intermediate Holdco’s and Merger Sub’s Organizational Documents as in effect on the date of this Agreement. None of Parent, Intermediate Holdco or Merger Sub is in material violation of any provision of its Organizational Documents. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power Intermediate Holdco and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests Merger Sub (i) have, to has been newly formed solely for the Knowledge purpose of GameSquare, been validly issued and are fully paid (engaging in the case of an interest in a limited partnership or a limited liability companytransactions contemplated by this Agreement, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquarehas not engaged, by one or more GameSquare Subsidiary or by GameSquare and one or more as of the GameSquare SubsidiariesEffective Time, will not have engaged in each case free any business or activity other than in connection with the transactions contemplated by this Agreement, and clear (iii) has no, and as of all Liensthe Effective Time, will have no assets, liabilities or obligations of any nature other those incident to its formation and pursuant to this Agreement and the transactions contemplated hereby.

Organization, Good Standing and Qualification. (a) GameSquare The Company and each of its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate power and authority to own, lease own and operate its material properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power currently conducted in all material respects and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing ownership or operation of its properties and assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified as a foreign corporation or be in good standing would not be reasonably be expected to have, either individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or heretofore made available to Engine Gaming accurate Parent complete and complete correct copies of the Organizational Documents Company’s and each of each GameSquare Subsidiary as at the date hereofits Significant Subsidiaries’ articles of incorporation and by-laws (or comparable governing instruments), each as amended to through the date hereof, . The articles of incorporation and by-laws (or comparable governing instruments) of each as of the Company and its Significant Subsidiaries so delivered is made available are in full force and effect. Section 5.1(a) of the disclosure schedules delivered to Parent by the Company on or prior to the date hereof (the “Company Disclosure Schedules”) sets forth a list, as of the date hereof, of all of the Significant Subsidiaries of the Company, the jurisdictions under which such Significant Subsidiaries are incorporated, and the percent of the equity interest therein owned by the Company and each Subsidiary of the Company, as applicable. Neither GameSquare the Company nor any of the GameSquare its Subsidiaries owns, directly or indirectly, any equity interest in any Person that is organized in material default Israel or that conducts business in Israel. The aggregate sales of the performanceCompany and its Subsidiaries, observance directly or fulfillment of any indirectly, to Israel during each of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of fiscal year 2004 and the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for twelve-month period ending on the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquaredate hereof did not exceed $2 million. All such capital stock, equity interests sales were made directly to Israeli distributors or other direct or indirect ownership interests (i) haveIsraeli companies, to none of which were affiliated with the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all LiensCompany.

Organization, Good Standing and Qualification. (a) GameSquare The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Province State of OntarioDelaware. Section 5.1 (a) of the Company Disclosure Letter contains a list of all of the Company Subsidiaries. GameSquare Each Company Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization. Each Company Entity has all requisite corporate or similar power and authority to own, lease own and operate its properties and assets as presently owned Assets and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing ownership or operation of its assets or properties Assets or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would standing, when taken together with all other such failures, is not reasonably be expected likely to have, individually or in the aggregate, have a GameSquare Company Material Adverse Effect. The Company has made available to Parent a complete and correct copy of each Company Entity's charter and bylaws, each as amended to date. Each Company Entity's charter and bylaws so delivered are in full force and effect. (b) The Company conducts its insurance operations through the Subsidiaries set forth in Section 5.1(b) of the Company Disclosure Letter (collectively, the "Company Insurance Subsidiaries"). Each of the GameSquare Company Insurance Subsidiaries is (i) duly organized, validly existing licensed or authorized as an insurance company and, to the extent such concept is where applicable, a reinsurer in good standing under the Laws of its respective jurisdiction of organizationincorporation, except (ii) duly licensed or authorized as an insurance company and, where applicable, a reinsurer in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Company SAP Statements, except, in any such case, where the failure to be so organized, existing licensed or in good standing would authorized is not reasonably be expected likely to have, individually or in the aggregate, have a GameSquare Company Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has made all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, required filings under applicable insurance holding company statutes except where the failure to have such power and authority would file is not reasonably be expected likely to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (ai) GameSquare Each of the Company and its Scheduled Subsidiaries is a corporation or other entity duly organized, validly existing and and, if applicable, in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, operate and lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is duly qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, operation or leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate Parent a complete and complete copies correct copy of the Organizational Documents Company's articles of each GameSquare Subsidiary as at the date hereofincorporation and bylaws, each as amended to the date hereofdate, and each as so delivered is which are in full force and effect. Neither GameSquare nor any As used in this Agreement, "Subsidiary" of the GameSquare Subsidiaries is Company, Parent, the Surviving Corporation of any other Person means any entity, whether incorporated or unincorporated, in material default which the Company, Parent, the Surviving Corporation or such other Person, as the case may be, owns, directly or indirectly, at least a majority of the performance, observance securities or fulfillment of any ownership interests having by their terms ordinary voting power to elect a majority of the provisions board of its respective Organizational Documentsdirectors or other persons performing similar functions. Except as provided As used in this Agreement, the "Scheduled Subsidiaries" of the Company shall mean those corporations or other entities listed in Section (1)(c5.2(a)(ii) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any . All of the GameSquare outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and no board approvals have been given to commence nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any such proceedingmaterial lien, pledge, security interest, claim or other encumbrance. (dii) Other than its Scheduled Subsidiaries, the Company does not have any Subsidiaries which (a) individually constitute or, if aggregated and treated as one Subsidiary, would constitute a "Significant Subsidiary" within the meaning of Rule 1-02(w) of Regulation S-X under the Exchange Act, (b) have unlimited liability share capital or other equity or similar interests of unlimited liability, or (c) conduct material insurance, fund management, broker-dealer, banking or consumer finance operations. Section (1)(d5.2(a)(ii) of the GameSquare Company Disclosure Letter sets forth GameSquare’s (A) lists the jurisdiction of organization of each of the Company's Scheduled Subsidiaries, (B) lists each material Governmental Entity that exercises primary supervisory jurisdiction over the Company and each GameSquare Subsidiary’s of the Company's Scheduled Subsidiaries with respect to market conduct (sales processes) and/or capital stockadequacy/financial strength, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (iC) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of the Company's Subsidiaries that conduct insurance operations (collectively, the "Company Insurance Companies"), lists, as of December 31, 2000, the U.S. jurisdictions where the Company Insurance Companies are domiciled or "commercially domiciled" and licensed to do an insurance business for insurance regulatory purposes, and (D) indicates which Subsidiaries in which the Company's interest therein includes unlimited share capital or other equity or similar interests of unlimited liability. Each of the Company and each of its Subsidiaries holds all material licenses or authorizations required or necessary to conduct its business as currently conducted. (iii) As of the date hereof, except as set forth in Section 5.2(a)(iii) of the Company Disclosure Letter, the Company does not own (other than (A) in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted, (B) in the ordinary course of its insurance, annuity, asset management or investment business, (C) in customer accounts held or maintained in the ordinary course, or (D) in any general account or otherwise in the ordinary course to offset insurance liabilities) beneficially, directly or indirectly, (x) any material equity securities or similar material interests of any Person other than its Subsidiaries, or (y) any interest in any general partnership, unlimited company or other Person with share capital or other equity or similar interests of unlimited liability, or any general partnership interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Lienspartnership.

Organization, Good Standing and Qualification. Each of the Company and each of the Company’s Subsidiaries (asuch Subsidiaries of the Company, the “Company Subsidiaries”) GameSquare is duly organized, validly existing and in good standing under the Laws laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or jurisdiction in which it is organized (in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect case of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing andstanding, to the extent such concept is applicablejurisdiction recognizes such concept), except, in good standing under the Laws case of its respective jurisdiction of organizationthe Company Subsidiaries, except where the failure to be so organized, existing or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Company Material Adverse Effect. Each of the GameSquare Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, operate, lease and operate or otherwise hold its properties and assets and to conduct its businesses as presently owned and to carry on its business as presently conductedconducted (the “Company Permits”), except where the failure to have such power and or authority would not reasonably be expected or to havepossess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Company Material Adverse Effect. Each of the GameSquare Company and the Company Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person business in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct nature of its business requires or the ownership or leasing of its properties make such qualificationqualification necessary, except other than in such jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to havelicensed, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Company Material Adverse Effect. (c) GameSquare . The Company has delivered or made available to Engine Gaming accurate Parent, prior to execution of this Agreement, true and complete copies of the Organizational Documents amended and restated certificate of each GameSquare Subsidiary incorporation of the Company, dated as at of November 17, 2017 (the “Company Charter”) and the amended and restated bylaws of the Company in effect as of the date hereofof this Agreement, each dated as amended to of November 17, 2017 (the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries“Company Bylaws”), in each case free and clear as in effect on the date of all Liensthis Agreement.

Organization, Good Standing and Qualification. (a) GameSquare Each of Parent and Merger Sub (i) is a legal entity duly organized, validly existing and in good standing under the Laws of the Province State of Ontario. GameSquare Delaware, (ii) has all requisite corporate power and authority to own, lease and operate its properties properties, rights and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare (iii) is qualified to do businessbusiness and, to the extent such concept is up-to-date in respect of all material corporate filings and applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except except, in the case of clause (iii), where the failure to have such power or authority or to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing andor, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a GameSquare Parent Material Adverse Effect. True and complete copies of the certificate of incorporation and bylaws of Parent, in each case, as amended to the date of this Agreement, are included in the Parent Reports, and each as so included is in full force and effect as of the date of this Agreement. (b) Section 6.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, each of Parent’s Subsidiaries and the ownership interest of Parent in each such Subsidiary. Each of Parent’s Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the GameSquare Subsidiaries Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties properties, rights and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries (iii) is qualified to do business, is up-to-date in respect of all material corporate filings business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except except, in the case of clause (iii), where the failure to have such power or authority or to be so qualified or or, to the extent such concept is applicable, in good standing would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a GameSquare Parent Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except with respect to Significant Subsidiaries, where the failure to be so organized, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. GameSquare Each of the Company and its Significant Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare The Company has delivered or made available to Engine Gaming accurate Parent and Merger Sub a true and complete copies copy of the Organizational Documents Company’s currently effective articles of each GameSquare Subsidiary as at the date hereofincorporation and bylaws, each as amended and restated to the date hereof, . The Company’s articles of incorporation and each as bylaws so delivered is are in full force and effect. Neither GameSquare nor any of effect and the GameSquare Subsidiaries Company is not in material default of the performance, observance or fulfillment of any of the provisions violation of its respective Organizational Documents. Except as provided in articles of incorporation or bylaws. (c) Section (1)(c3.1(c) of the GameSquare Company Disclosure LetterLetter lists, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any as of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) date of this Agreement, each Significant Subsidiary of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all LiensCompany.

Organization, Good Standing and Qualification. Each of the Company and each of the Company’s Subsidiaries (asuch Subsidiaries of the Company, the “Company Subsidiaries”) GameSquare is duly organized, validly existing and in good standing under the Laws laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or jurisdiction in which it is organized (in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect case of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing andstanding, to the extent such concept is applicablejurisdiction recognizes such concept), except, in good standing under the Laws case of its respective jurisdiction of organizationthe Company Subsidiaries, except where the failure to be so organized, existing or in good standing standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. Each of the GameSquare Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, operate, lease and operate or otherwise hold its properties and assets and to conduct its businesses as presently owned conducted (the “Company Permits”), and to carry on its business as presently conductedall such Company Permits are in full force and effect, except where the failure to have such power or authority or to possess the Company Permits or to be in full force and authority effect, individually or in the aggregate, has not had, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. Each of the GameSquare Company and the Company Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person business in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct nature of its business requires or the ownership or leasing of its properties make such qualificationqualification necessary, except other than in such jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to havelicensed, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Company Material Adverse Effect. (c) GameSquare . The Company has delivered or made available to Engine Gaming accurate Parent, prior to execution of this Agreement, true and complete copies of (a) the Organizational Documents Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, dated October 6, 2010, as corrected pursuant to its Certificate of Correction of Articles of Amendment and Restatement dated July 15, 2014 (the “Company Charter”) and the amended and restated bylaws of the Company in effect as of the date of this Agreement, effective as of August 13, 2014 (the “Company Bylaws”) and (b) the organizational documents of each GameSquare Subsidiary of the Company Subsidiaries in effect as at of the date hereof, each as amended to the date hereofof this Agreement, and each as so delivered of the agreements described in clauses (a) and (b) is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. Each of Parent, Merger Sub and each of Parent’s other Subsidiaries (asuch Subsidiaries of Parent, the “Parent Subsidiaries”) GameSquare is duly organized, validly existing and in good standing under the Laws laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or jurisdiction in which it is organized (in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect case of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing andstanding, to the extent such concept is applicablejurisdiction recognizes such concept), except, in good standing under the Laws case of its respective jurisdiction of organizationthe Parent Subsidiaries, except where the failure to be so organized, existing or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Parent Material Adverse Effect. Each of Parent, Merger Sub and the GameSquare Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, operate, lease and operate or otherwise hold its properties and assets and to conduct its businesses as presently owned and to carry on its business as presently conductedconducted (the “Parent Permits”), except where the failure to have such power and or authority would not reasonably be expected or to havepossess Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Parent Material Adverse Effect. Each of Parent, Merger Sub and the GameSquare Parent Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person business in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct nature of its business requires or the ownership or leasing of its properties make such qualificationqualification necessary, except other than in such jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to havelicensed, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Parent Material Adverse Effect. (c) GameSquare . Parent has delivered or made available to Engine Gaming accurate the Company, prior to execution of this Agreement, true and complete copies of the Organizational Documents (a) certificate of each GameSquare Subsidiary as at incorporation of Parent (the date hereof“Parent Charter”), each as amended to (b) the date hereofbylaws of Parent (the “Parent Bylaws”), (c) the certificate of incorporation of Merger Sub and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) the bylaws of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare SubsidiariesMerger Sub, in each case free and clear case, as in effect as of all Liensthe date of this Agreement.

Organization, Good Standing and Qualification. (a) GameSquare Each of Parent, Merger Subs and Parent’s Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except with respect to Parent’s Subsidiaries, where the failure to be so organized, qualified or in good standing or to have such power or authority when taken together with all other such failures, has not, and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Parent Material Adverse Effect. GameSquare Each of Parent and its Significant Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Parent Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare Parent has delivered or made available to Engine Gaming accurate the Company a true and complete copies copy of the Organizational Documents Parent’s and each Merger Sub’s currently effective articles of each GameSquare Subsidiary as at the date hereofincorporation and bylaws or any equivalent organizational or governing documents, each as amended and restated to the date hereof, and each as . Such organizational or governing documents so delivered is are in full force and effect. Neither GameSquare nor any effect and none of the GameSquare Subsidiaries Parent or Merger Subs is in material default violation of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingorganizational documents. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. Each of the Company and each of the Company’s Subsidiaries (asuch Subsidiaries of the Company, the “Company Subsidiaries”) GameSquare is duly organized, validly existing and in good standing under the Laws laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or jurisdiction in which it is organized (in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect case of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing andstanding, to the extent such concept is applicablejurisdiction recognizes such concept), except, in good standing under the Laws case of its respective jurisdiction of organizationthe Company Subsidiaries, except where the failure to be so organized, existing or in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Company Material Adverse Effect. Each of the GameSquare Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, operate, lease and operate or otherwise hold its properties and assets and to conduct its businesses as presently owned and to carry on its business as presently conductedconducted (the “Company Permits”), except where the failure to have such power and or authority would not reasonably be expected or to havepossess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Company Material Adverse Effect. Each of the GameSquare Company and the Company Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person business in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct nature of its business requires or the ownership or leasing of its properties make such qualificationqualification necessary, except other than in such jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to havelicensed, individually or in the aggregate, has not had and would not reasonably be expected to have a GameSquare Company Material Adverse Effect. (c) GameSquare . The Company has delivered or made available to Engine Gaming accurate Parent, prior to execution of this Agreement, true and complete copies of the Organizational Documents amended and restated certificate of each GameSquare Subsidiary incorporation of the Company, dated as at of February 25, 2015 (the “Company Charter”) and the amended and restated bylaws of the Company in effect as of the date hereofof this Agreement, each dated as amended to of February 25, 2015 (the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries“Company Bylaws”), in each case free and clear as in effect on the date of all Liensthis Agreement.

Organization, Good Standing and Qualification. (a) GameSquare is duly organized, validly existing The Company and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is a legal entity duly incorporated, continued or amalgamated, as the case may be, and organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare . The Company has delivered or made available to Engine Gaming accurate the Purchaser prior to the date hereof, complete and complete correct copies of the Company’s and its Subsidiaries’ Organizational Documents of each GameSquare Subsidiary as at the date hereofDocuments, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare the Company nor any of the GameSquare its Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no No steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare the Company or any of the GameSquare its Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) . Except for the Subsidiaries of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Company, no other entity owned or controlled by the Company or a Subsidiary of the Company (each, a “Non-Material Subsidiary’s capital stock,” or collectively, equity interests the “Non-Material Subsidiaries”) has, whether individually or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare aggregate with all Non-Material Subsidiaries, any material assets, operations, or liabilities of any kind, and will not have (and will not cause the Company to have) any material liability, whether individually or in each case free and clear the aggregate with all Non-Material Subsidiaries, as a result of, arising from, or in connection with the execution of all Liens.this Agreement or the completion by the Company of transaction contemplated thereby..

Organization, Good Standing and Qualification. (a) GameSquare The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to own and hold its properties and to conduct its business. The Company is duly licensed or qualified to do business, and in good standing, in each jurisdiction in which the nature of its business requires licensing, qualification or good standing, except for any failure to be so licensed or qualified or in good standing that would not have a material adverse effect on the Company and each subsidiary of the Company taken as a whole (each such corporation, partnership or other entity being referred to herein as a “Subsidiary” and, together, the “Subsidiaries”) or its consolidated results of operations, assets, or financial condition or on its ability to perform its obligations under this Agreement or the Shares (a “Material Adverse Effect”). (b) Schedule 6.1(b) contains a list of the name of each Subsidiary. Schedule 6.1(b) sets forth, with respect to each Subsidiary, its type of entity, the jurisdiction of its organization, its authorized and outstanding capital stock, partnership interests or equivalent ownership interests and the Company’s current ownership of such shares or interests. Each of the outstanding shares of capital stock of each of the Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or another Subsidiary, and, except as set forth on Schedule 6.1(b), is free and clear of all liens, claims, encumbrances, options, pledges and security interests (collectively, “Liens”) and were not issued in violation of, nor subject to, any preemptive, subscription or similar rights. There are no outstanding warrants, options, subscriptions, calls, rights, agreements, convertible or exchangeable securities or other commitments or arrangements relating to the issuance, sale, purchase, return or redemption, voting or transfer of any shares, whether issued or unissued, of any capital stock, equity interest or other securities of any Subsidiary. Except as set forth on Schedule 6.1(b), the Company and the Subsidiaries do not own any equity interests in any person, other than the Subsidiaries. Each Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the Province jurisdiction of Ontario. GameSquare its organization and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on conduct its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries (a) GameSquare is a legal entity duly organized, validly existing and in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization, (b) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare (c) is qualified to do businessbusiness and, to the extent such concept is up-to-date in respect of all material corporate filings and applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clause (b) or (c) where the failure to be so qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to have(i) be material to the Company and its Subsidiaries (taken as a whole) or (ii) prevent, individually materially delay or in materially impair the aggregate, a GameSquare Material Adverse Effect. (b) Each consummation of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse EffectTransactions. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate Parent complete and complete correct copies of the Organizational Documents Company’s Certificate of each GameSquare Subsidiary as at Incorporation (the date hereof“Certificate of Incorporation”) and the Company’s and its Subsidiaries’ certificates of incorporation and bylaws or comparable governing documents, each as amended to through the date hereofhereof (collectively, “Organizational Documents”), and each as so delivered made available to Parent is in full force and effect. Neither GameSquare nor any Since the date of its incorporation, the Company has been and currently is in compliance and current with all filings, including the filing of the GameSquare Subsidiaries Certificate of Incorporation and fees required to be paid under the DGCL, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company is not in material default of the performance, observance or fulfillment violation of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) None of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for Subsidiaries of the dissolution, winding-up or liquidation Company is in violation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence provisions of its Organizational Documents in any such proceeding. (d) material respect. Section (1)(d) 3.1 of the GameSquare Company Disclosure Letter sets forth GameSquare’s contains a correct and complete list of each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests jurisdiction in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned which the Company and its Subsidiaries of GameSquareare organized and qualified to do business. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.3.2

Organization, Good Standing and Qualification. Each of Company and its Subsidiaries (aas defined herein) GameSquare (i) is a corporation duly organized, validly existing and in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all other requisite corporate or similar power and authority to own, lease own and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power currently conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare (ii) is duly licensed and qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing ownership or operation of its properties and assets or properties or conduct of its business requires such qualification, except with respect to (ii) where the failure to be so qualified as a foreign corporation or be in good standing has not and would not be reasonably be expected to havelikely to, either individually or in the aggregate, have a GameSquare Company Material Adverse Effect. Effect (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effectas defined herein). Each of the GameSquare Subsidiaries Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or heretofore made available to Engine Gaming accurate Purchaser complete and complete correct copies of the Organizational Documents Company’s and each of its Subsidiaries’ articles of incorporation and by laws (or comparable governing instruments), in each GameSquare Subsidiary as at the date hereof, each case as amended to the date hereof, and each as so delivered is of this Agreement (the “Corporate Documents”). The Corporate Documents are in full force and effect. Neither GameSquare nor effect and neither Company not any of the GameSquare its Subsidiaries is in material default of the performance, observance or fulfillment violation of any of the provisions of its their respective Organizational Documentsprovisions. Except as provided in Section (1)(c2.1(a) of the GameSquare Company Disclosure LetterSchedules sets forth a list of all the Subsidiaries of Company, no steps the jurisdictions under which such Subsidiaries are incorporated, and the percent of equity interest therein owned by Company and each Subsidiary of Company, as applicable. As used in this Agreement, the term “Subsidiary” means, with respect to Company, or proceedings have been takenPurchaser, instituted as the case may be, any entity, whether incorporated or are pending for the dissolutionunincorporated, winding-up or liquidation of GameSquare or any which at least a majority of the GameSquare Subsidiaries and no board approvals have been given securities or ownership interests having by their terms ordinary voting power to commence any such proceeding. (d) Section (1)(d) elect a majority of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests board of directors or other direct Persons performing similar functions is directly or indirect ownership interests in any other Person other than capital stock, equity interests indirectly owned or other direct controlled by such party or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary of its respective Subsidiaries or by GameSquare such party and any one or more of the GameSquare its respective Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare The Company is an exempted company duly organized, validly existing and in good standing under the Laws of the Province Cayman Islands. Each of Ontario. GameSquare the Company’s Subsidiaries is a legal entity duly organized or formed, validly existing and in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of the jurisdiction of its organization or formation, and each Group Company has all the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease lease, operate and operate use its properties and assets as presently owned and to carry on its business as presently it is now being conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure any Group Company to be so organized, existing or in good standing or of any Group Company to have such power, authority or governmental approvals has not had and would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Company Material Adverse Effect. Each Group Company is duly qualified or licensed to do business, and is in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing), in each jurisdiction where the character of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on owned, leased, operated or used by it or the nature of its business as presently conductedmakes such qualification or licensing necessary, except where the for any such failure to have such power and authority be so qualified or licensed or in good standing as would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (cb) GameSquare has delivered or made available to Engine Gaming accurate A true and complete copies list of each Subsidiary of the Organizational Documents Company, together with the jurisdiction of incorporation or organization of each GameSquare Subsidiary as at such Subsidiary, the date hereofpercentage of the outstanding issued share capital, registered capital or other equity interests of, or other interest in, each as amended to such Subsidiary owned or held by the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor Company or any Subsidiary of the GameSquare Subsidiaries Company is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided set forth in Section (1)(c3.01(b) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for Schedule. Other than the dissolution, winding-up or liquidation of GameSquare or any Subsidiaries of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Company listed in Section (1)(d3.01(b) of the GameSquare Company Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stockSchedule, equity interests there are no other entities as of the date hereof in which a Group Company controls or other owns, of record or beneficially, any direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct interest or indirect ownership interests right (contingent or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (iotherwise) have, to acquire the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Lienssame.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except with respect to Significant Subsidiaries, where the failure to be so organized, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. GameSquare Each of the Company and its Significant Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare The Company has delivered or made available to Engine Gaming accurate Parent and Merger Sub a true and complete copies copy of the Organizational Documents Company's currently effective certificate of each GameSquare Subsidiary as at the date hereofincorporation and bylaws, each as amended and restated to the date hereof, . The Company's certificate of incorporation and each as bylaws so delivered is are in full force and effect. Neither GameSquare nor any of effect and the GameSquare Subsidiaries Company is not in material default of the performance, observance or fulfillment of any of the provisions violation of its respective Organizational Documents. Except as provided in certificate of incorporation or bylaws. (c) Section (1)(c3.1(c) of the GameSquare Company Disclosure LetterLetter lists, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any as of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) date of this Agreement, each Significant Subsidiary of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all LiensCompany.

Organization, Good Standing and Qualification. (a) GameSquare is duly organized, validly existing and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Company and its Subsidiaries is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently currently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Company and its Subsidiaries is duly licensed or qualified to do business, is up-to-date in respect of all material corporate filings business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a GameSquare Material Adverse Effect. (c) GameSquare . Each of the Company and its Subsidiaries has delivered the full power and authority required to own, lease and operate the properties and assets it purports to own, lease and operate, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has made available to Engine Gaming accurate and complete Parent copies of the Company’s Organizational Documents of each GameSquare Subsidiary as at the date hereofDocuments, each as amended, restated or amended and restated prior to the date hereofof this Agreement, and copies of its Subsidiaries’ Organizational Documents, each as amended, restated or amended and restated to the date of this Agreement, and each as so delivered made available to Parent is in full force and effect. Neither GameSquare , and neither the Company nor any of the GameSquare its Subsidiaries is in material default of the performance, observance or fulfillment violation of any material provision of the provisions of its respective such Organizational Documents. Except as provided in . (b) Section (1)(c5.1(b) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any Letter lists all Subsidiaries of the GameSquare Subsidiaries Company together with (i) the jurisdiction of organization of each such Subsidiary, (ii) for each such Subsidiary that is not wholly owned (directly or indirectly) by the Company, the number of issued and no board approvals have been given to commence any such proceeding. outstanding shares of capital stock or share capital, the record owner(s) thereof and the number of issued and outstanding shares of capital stock or share capital beneficially owned by the Company and (diii) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquareCompany’s and each GameSquare Subsidiary’s or its Subsidiaries’ capital stock, equity interests interest or other direct or indirect ownership interests interest in any other Person other than capital stock, equity interests the Company or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquareany Subsidiary. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare No Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all LiensCompany owns any Shares.

Organization, Good Standing and Qualification. (a) GameSquare Each of Parent, NewCo, each Parent Entity, each Transferred Subsidiary and each Transferred Joint Venture is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where in the failure to be so organizedcase of the Parent Entities, existing or in good standing Transferred Subsidiaries and Transferred Joint Ventures as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a GameSquare Material Adverse Effect. Each Effect or prevent, materially delay or materially impede the performance by Parent, NewCo, each Parent Entity, each Transferred Subsidiary and each Transferred Joint Venture of its respective obligations under this Agreement or the Ancillary Agreements or the consummation of the GameSquare Subsidiaries transactions contemplated hereby or thereby. Parent, NewCo, each Parent Entity, each Transferred Subsidiary and each Transferred Joint Venture (a) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned the Transferred Assets currently held by it and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each portion of the GameSquare Subsidiaries Business as is presently conducted by it and (b) is authorized, licensed or qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, business and is in good standing as a foreign corporation or other Person legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties Transferred Assets or conduct of its business the Business conducted by it requires such authorization, licensing or qualification, except in the case of clauses (a) and (b) where the failure to be so qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a GameSquare Material Adverse Effect. (c) GameSquare has delivered Effect or made available to Engine Gaming accurate and complete copies prevent, materially delay or materially impede the performance by Parent, NewCo, any Parent Entity, any Transferred Subsidiary or any Transferred Joint Venture of its respective obligations under this Agreement or the Ancillary Agreements, if any, or the consummation of the Organizational Documents transactions contemplated hereby or thereby. None of each GameSquare Parent, NewCo, any Parent Entity, any Transferred Subsidiary as at the date hereofor any Transferred Joint Venture is, each as amended to the date hereofin any material respect, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is default or in material default of the performance, observance or fulfillment violation of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and (to the extent such concept is applicable) in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing standing, or have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. Each The “Project Green” on-line data site maintained by “IntraLinks” and established by the Company for purposes of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, transactions contemplated by this Agreement to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or materials made available therein as of 11:59 PM on the date prior to Engine Gaming accurate the date hereof (the “Data Room”), contains a complete and complete copies correct copy of the Organizational Documents certificates of each GameSquare Subsidiary incorporation and bylaws or equivalent organizational documents of the Company and its “Significant Subsidiaries” (as at defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the date hereofU.S. Securities Exchange Act of 1934 (such act, as amended, and the rules and regulations promulgated thereunder, the “Exchange Act”), each as amended to date) and neither the date hereof, and each as so delivered Company nor any such Significant Subsidiary is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment violation of any material provision of the provisions of its respective Organizational Documentssuch organizational documents. Except as provided in Section (1)(c4.1(a) of the GameSquare Company Disclosure LetterLetter accurately and completely lists each jurisdiction where the Company and its Subsidiaries are organized and qualified to do business. Except for any Liens under the Revolving Credit Facility, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any each of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) outstanding shares of capital stock or other securities of each of the GameSquare Disclosure Letter sets forth GameSquareCompany’s Subsidiaries is duly authorized, validly issued, fully paid and each GameSquare Subsidiary’s capital stock, equity interests nonassessable and owned by the Company or other by a direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-wholly owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare SubsidiariesCompany, in each case free and clear of all Liensany lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”).

Organization, Good Standing and Qualification. Each of Company and its Subsidiaries (aas defined herein) GameSquare (i) is a corporation duly organized, validly existing and in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all other requisite corporate or similar power and authority to own, lease own and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power currently conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare (ii) is duly licensed and qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing ownership or operation of its properties and assets or properties or conduct of its business requires such qualification, except with respect to (ii) where the failure to be so qualified as a foreign corporation or be in good standing has not and would not be reasonably be expected to havelikely to, either individually or in the aggregate, have a GameSquare Company Material Adverse Effect. Effect (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effectas defined herein). Each of the GameSquare Subsidiaries Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or heretofore made available to Engine Gaming accurate Purchaser complete and complete correct copies of the Organizational Documents Company’s and each of its Subsidiaries’ articles of incorporation and by laws (or comparable governing instruments), in each GameSquare Subsidiary as at the date hereof, each case as amended to the date hereof, and each as so delivered is of this Agreement (the “Corporate Documents”). The Corporate Documents are in full force and effect. Neither GameSquare nor effect and neither Company not any of the GameSquare its Subsidiaries is in material default of the performance, observance or fulfillment violation of any of the provisions of its their respective Organizational Documentsprovisions. Except as provided in Section (1)(c2.1(a) of the GameSquare Company Disclosure LetterSchedules sets forth a list of all the Subsidiaries of Company, no steps the jurisdictions under which such Subsidiaries are incorporated, and the percent of equity interest therein owned by Company and each Subsidiary of Company, as applicable. As used in this Agreement, the term “Subsidiary” means, with respect to Company, or proceedings have been takenPurchaser, instituted as the case may be, any entity, whether incorporated or are pending for the dissolutionunincorporated, winding-up or liquidation of GameSquare or any which at least a majority of the GameSquare Subsidiaries and no board approvals have been given securities or ownership interests having by their terms ordinary voting power to commence any such proceeding. (d) Section (1)(d) elect a majority of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests board of directors or other direct Persons performing similar functions is directly or indirect ownership interests in any other Person other than capital stock, equity interests indirectly owned or other direct controlled by such party or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary of its respective Subsidiaries or by GameSquare such party and any one or more of its respective Subsidiaries. As used in this Agreement, the GameSquare Subsidiariesterm “Affiliate” shall mean, in each case free with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and clear “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of all Liensthe power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Organization, Good Standing and Qualification. (a) GameSquare SangStat and each of its subsidiaries, has been duly incorporated and is duly organized, validly existing and as a corporation in good standing under the Laws laws of the Province its jurisdiction of Ontario. GameSquare has all requisite corporate incorporation, with full power and authority (corporate and other) to own, own and lease and operate its properties and assets conduct its businesses as presently owned conducted and as proposed to carry on be conducted. SangStat and each of its business as presently conductedsubsidiaries, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is duly qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where in which the ownership, ownership or leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where for jurisdictions in which the failure to be so qualified or in good standing qualify would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect; and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail such power and authority or qualification. (b) Each of the GameSquare Subsidiaries is duly organizedExcept as set forth on EXHIBIT - SECTION 3 (SCHEDULE OF EXCEPTIONS), validly existing andSangStat has no direct or indirect loans to any partnership, to the extent such concept is applicablecorporation, in good standing under the Laws of its respective jurisdiction of organizationjoint venture, except where the failure to be so organizedbusiness association, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effectentity. (c) GameSquare SangStat has delivered or made available to Engine Gaming accurate Xxxxxx complete and complete correct copies of the Organizational Documents Certificate of Incorporation and Bylaws, or similar charter documents, of SangStat and of each GameSquare Subsidiary of its Significant Subsidiaries [as at such term is defined in Rule 405 of the date hereofSecurities Act of 1933, as amended (the "Securities Act")] that is incorporated in a jurisdiction in the United States, in each case as amended to the date hereof, and each as so delivered is in full force will furnish to Abbott true and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment correct copies of any amendments thereto throughout the term of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingthis Agreement. (d) Section Except as set forth on EXHIBIT - SECTION 3 (1)(dSCHEDULE OF EXCEPTIONS), SangStat has no Significant Subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any partnership, corporation, joint venture, association, or entity. The term "subsidiary" means any corporation more than fifty percent (50%) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stockwhose total equity interest is, equity interests directly or other direct or indirect ownership interests in any other Person other than capital stockindirectly, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquarethat person. The term "affiliate" when used to indicate a relationship with a specified person, by shall mean a person that directly, or indirectly through one or more GameSquare Subsidiary intermediaries, control, or by GameSquare and one is controlled by, or more of the GameSquare Subsidiariesis under common control with, in each case free and clear of all Lienssuch specified person.

Organization, Good Standing and Qualification. (a) GameSquare The Company is a private company, duly incorporated and validly existing under the Laws of the State of Israel, and is not deemed a “violating company” by the Israeli Registrar of Companies and each Company Subsidiary is a legal entity duly organized, validly existing and in good standing under the Laws Law of the Province its respective jurisdiction of Ontarioorganization. GameSquare The Company and each Company Subsidiary has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or other legal entity in each jurisdiction (to the extent that the Laws of such jurisdiction recognize the concept of good standing) where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except for any such jurisdiction where the failure to be so qualified or and in good standing would not reasonably be expected to haveconstitute, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse EffectChange. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare The Company has delivered or made available to Engine Gaming accurate Buyer correct and complete copies of the Company’s Organizational Documents and the Organizational Documents of each GameSquare Subsidiary as at the date hereofCompany Subsidiary, each as amended to the date hereofdate, and each as so delivered is in full force and effect. Neither GameSquare nor any The Company has delivered to Buyer correct and materially complete copies of all books of account, stock record books and minute books of all meetings or actions by written consent of the GameSquare Subsidiaries is in material default boards of directors or similar governing body (and committees thereof) and shareholders of the performance, observance or fulfillment of any of Company and the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Company Subsidiaries, in each case free case, for the period beginning seven (7) years prior to Closing, and clear no meeting of all Liensany such board of directors or similar governing body (and committees thereof) or shareholders has been held where matters were approved, voted upon or acted upon for which minutes have not been prepared and are not contained in such minute books. Section 4.01 of the Disclosure Schedules contains a correct and complete list as of the date hereof of each jurisdiction where the Company and the Company Subsidiaries are organized and qualified to do business.

Organization, Good Standing and Qualification. (a) GameSquare is duly organized, validly existing The Company and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is a legal entity duly incorporated, continued or amalgamated, as the case may be, and organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare . The Company has delivered or made available to Engine Gaming accurate the Purchaser prior to the date hereof, complete and complete correct copies of the Company’s and its Subsidiaries’ Organizational Documents of each GameSquare Subsidiary as at the date hereofDocuments, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare the Company nor any of the GameSquare its Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no No steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare the Company or any of the GameSquare its Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) . Except for the Subsidiaries of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Company, no other entity owned or controlled by the Company or a Subsidiary of the Company (each, a “Non-Material Subsidiary’s capital stock,” or collectively, equity interests the “Non-Material Subsidiaries”) has, whether individually or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare aggregate with all Non-Material Subsidiaries, any material assets, operations, or liabilities of any kind, and will not have (and will not cause the Company to have) any material liability, whether individually or in each case free and clear the aggregate with all Non-Material Subsidiaries, as a result of, arising from, or in connection with the execution of all Liensthis Agreement or the completion by the Company of transaction contemplated thereby.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization. Each of the Province Company and each of Ontario. GameSquare its Subsidiaries has all requisite the corporate power and authority to own, lease own and operate its properties and assets assets. The Company has the corporate power and authority to execute and deliver (i) this Agreement, (ii) the Notes and the Warrants to be issued in connection with this Agreement, (iii) the Registration Rights Agreement relating to the Convertible Note and the Warrants dated as presently owned of the date hereof between the Company and the Purchasers (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), and (iv) all other agreements related to this Agreement and the Securities and referred to herein (collectively, the "Related Agreements"), to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (the "Note Shares"), to issue and sell the Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the for those jurisdictions in which failure to have such power and authority would do so has not, or could not reasonably be expected to have, individually or in the aggregate, a GameSquare material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect"). (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries (ai) GameSquare is a legal entity duly organized, validly existing and in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare (iii) is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clause (iii) where the failure to be so qualified or in good standing would not reasonably be expected to havenot, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Company Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or previously made available to Engine Gaming accurate Parent true and complete copies of the Organizational Documents Company’s certificate of incorporation (the “Company Charter”) and bylaws (the “Company Bylaws”) and the certificate of incorporation and bylaws (or comparable organizational documents) of each GameSquare Subsidiary as at the date hereofof its Subsidiaries, in each case as amended to the date hereofof this Agreement, and each as so delivered is in full force and effect. Neither GameSquare nor The Company is not in violation of any provision of the GameSquare Subsidiaries is in material default Company Charter or Company Bylaws. The Company has made available to Parent true and complete copies of the performanceminutes (or, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of draft minutes, the most recent drafts thereof as of the date of this Agreement) of all meetings of the Company’s stockholders, the board of directors of the Company and each committee of the board of directors of the Company held since January 1, 2006, other than the minutes of the Special Committee of the board of directors of the Company convened in order to evaluate the Merger and the other transactions contemplated by this Agreement and any issues related thereto. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions of such other Person is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, (ii) “Significant Subsidiary” shall have the meaning set forth in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) “Company Material Adverse Effect” means an interest in event, change, effect, development, condition or occurrence that materially impairs the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, or is materially adverse to the business, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries taken as a limited partnership whole; provided that no event, change, effect, development, condition or a limited liability companyoccurrence, to the extent required under resulting from any of the applicable Organizational Documents) and nonassessable following events, changes, effects, developments, conditions or occurrences, shall constitute or be taken into account in determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect, except, in the cases of clauses (if such entity is a corporate entityA) and (iiC) are owned by GameSquarebelow, by one to the extent that any such event, change, effect, development, condition or more GameSquare Subsidiary occurrence has a disproportionately adverse effect on the Company or by GameSquare and one or more any of the GameSquare Subsidiaries, in each case free and clear of all Liens.its Subsidiaries as compared to businesses generally:

Organization, Good Standing and Qualification. (ai) GameSquare Each of the Company and its Subsidiaries is a corporation or other entity duly organized, validly existing and and, if applicable, in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, operate and lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is duly qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, operation or leasing or operation of its assets or properties or conduct of its business requires such qualification, qualification except where the failure for failures to be so qualified qualified, or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing standing, which would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate Parent a complete and complete copies correct copy of the Organizational Documents Company's certificate of each GameSquare Subsidiary as at the date hereofincorporation, memorandum of association and Bye-laws, each as amended to the date hereofdate, and each as so delivered is which are in full force and effect. (ii) The Company does not have any Subsidiaries which (A) individually constitute or, if aggregated and treated as one Subsidiary, would constitute a "SIGNIFICANT SUBSIDIARY" within the meaning of Rule 1-02(w) of Regulation S-X under the Exchange Act, (B) have unlimited liability share capital or other equity or similar interests of unlimited liability, or (C) conduct material insurance, fund management, broker-dealer, banking or consumer finance operations. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c3.2(a)(ii) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for Letter (X) lists the dissolution, winding-up or liquidation jurisdiction of GameSquare or any organization of each of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. Company's Subsidiaries, (dY) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of the Company's Subsidiaries that conduct insurance operations (collectively, the "COMPANY INSURANCE COMPANIES"), lists, as of June 30, 2001, the U.S. jurisdictions where the Company Insurance Companies are domiciled or "commercially domiciled" and licensed to do an insurance business for insurance regulatory purposes, and (Z) indicates which Subsidiaries in which the Company's interest therein includes unlimited share capital or other equity or similar interests of unlimited liability. Each of the Company and each of its Subsidiaries holds all material licenses or authorizations required or necessary to conduct its business as currently conducted. (iii) As of the date hereof, the Company does not own (other than (A) in a BONA FIDE fiduciary capacity or in satisfaction of a debt previously contracted, (B) in the ordinary course of its insurance, annuity or asset management business, (C) in customer accounts held or maintained in the ordinary course, or (D) in any general account or otherwise in the ordinary course to offset insurance liabilities) beneficially, directly or indirectly, (X) any material equity securities or similar material interests of any Person other than its Subsidiaries, or (Y) any interest in any general partnership, unlimited company or other Person with share capital or other equity or similar interests of unlimited liability, or any general partnership interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Lienspartnership.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Parent and the Company and their respective Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries incorporation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned Assets and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, business and is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing ownership or operation of its assets or properties or conduct of its business requires such qualification, qualification except where to the extent that the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. (c) GameSquare . Each of the Parent and the Company has delivered or made available to Engine Gaming accurate the Purchaser a complete and complete copies correct copy of the Parent's and the Company's and their respective Subsidiaries' certificates of incorporation and bylaws (collectively, "Organizational Documents of each GameSquare Subsidiary as at the date hereofDocuments"), each as amended to date. The Parent's and the date hereof, Company's and each as their respective Subsidiaries' Organizational Documents so delivered is are in full force and effect. Neither GameSquare the Parent, the Company nor any of the GameSquare their respective Subsidiaries is in material default of the performance, observance or fulfillment of has violated any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c3.01(a) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any Schedule contains a correct and complete list as of the GameSquare date hereof of each jurisdiction where the Parent, the Company and/or each of their respective Subsidiaries and no board approvals have been given is organized and/or qualified to commence any such proceedingdo business. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare The Company is duly incorporated and validly exists as an exempted company incorporated under the laws of the Cayman Islands and has not been declared bankrupt, granted a suspension of payments or is otherwise subject to insolvency proceedings. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Purchased Shares, and to carry out the provisions of this Agreement and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the Province jurisdiction of Ontario. GameSquare its incorporation or organization, as applicable, and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business to own and use its properties. Each of the Company and its Subsidiaries is duly qualified to do business as presently conducteda foreign entity and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, except where to the extent any failure to have such power so qualify has not had and authority would not reasonably be expected to havenot, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. (b) Each During the twelve (12) months preceding the Signing Date, neither the Company nor any of the GameSquare its Subsidiaries is duly organized, validly existing andhas taken any action nor have any other steps been taken or Actions commenced or, to the extent such concept is applicableCompany’s knowledge, in good standing under threatened against any of them, for their winding up or dissolution or for any of them to enter into any arrangement, scheme or composition for the Laws benefit of its respective jurisdiction creditors, or for the appointment of organizationa receiver, except where the failure to be so organizedadministrator, existing or in good standing would not reasonably be expected to haveliquidator, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate trustee or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment officer of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letterthem, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingtheir respective properties, revenues or assets. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare a. The Company is duly incorporated and validly exists as an exempted company incorporated under the laws of the Cayman Islands and has not been declared bankrupt, granted a suspension of payments or is otherwise subject to insolvency proceedings. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver the Transaction Agreements, to issue and sell the Shares, and to carry out the provisions of the Transaction Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the Province jurisdiction of Ontario. GameSquare its incorporation or organization, as applicable, and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business to own and use its properties. Each of the Company and its Subsidiaries is duly qualified to do business as presently conducteda foreign entity and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, except where to the extent any failure to have such power so qualify has not had and authority would not reasonably be expected to havenot, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. b. During the twelve (b12) Each months preceding the Signing Date, neither the Company nor any of the GameSquare its Subsidiaries is duly organized, validly existing andhas taken any action nor have any other steps been taken or Actions commenced or, to the extent such concept is applicableCompany’s knowledge, in good standing under threatened against any of them, for their winding up or dissolution or for any of them to enter into any arrangement, scheme or composition for the Laws benefit of its respective jurisdiction creditors, or for the appointment of organizationa receiver, except where the failure to be so organizedadministrator, existing or in good standing would not reasonably be expected to haveliquidator, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate trustee or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment officer of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letterthem, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingtheir respective properties, revenues or assets. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (ai) GameSquare Each of the Company and its Subsidiaries is a corporation or other entity duly organized, validly existing and and, if applicable, in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, operate and lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is duly qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, operation or leasing or operation of its assets or properties or conduct of its business requires such qualification, qualification except where the failure for failures to be so qualified qualified, or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing standing, which would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate Parent a complete and complete copies correct copy of the Organizational Documents Company’s certificate of each GameSquare Subsidiary as at the date hereofincorporation, memorandum of association and Bye-laws, each as amended to the date hereofdate, and each as so delivered is which are in full force and effect. (ii) The Company does not have any Subsidiaries which (A) individually constitute or, if aggregated and treated as one Subsidiary, would constitute a “Significant Subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Exchange Act, (B) have unlimited liability share capital or other equity or similar interests of unlimited liability, or (C) conduct material insurance, fund management, broker-dealer, banking or consumer finance operations. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c3.2(a)(ii) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for Letter (X) lists the dissolution, winding-up or liquidation jurisdiction of GameSquare or any organization of each of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. Company’s Subsidiaries, (dY) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of the Company’s Subsidiaries that conduct insurance operations (collectively, the “Company Insurance Companies”), lists, as of June 30, 2001, the U.S. jurisdictions where the Company Insurance Companies are domiciled or “commercially domiciled” and licensed to do an interest in a limited partnership or a limited liability companyinsurance business for insurance regulatory purposes, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (iiZ) are owned by GameSquare, by one indicates which Subsidiaries in which the Company’s interest therein includes unlimited share capital or more GameSquare Subsidiary other equity or by GameSquare and one or more similar interests of unlimited liability. Each of the GameSquare Subsidiaries, in Company and each case free and clear of its Subsidiaries holds all Liens.material

Organization, Good Standing and Qualification. (a) GameSquare The Company is duly incorporated and validly exists as an exempted company incorporated under the laws of the Cayman Islands and has not been declared bankrupt, granted a suspension of payments or is otherwise subject to insolvency proceedings. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver the Transaction Agreements, to issue and sell the Shares, and to carry out the provisions of the Transaction Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the Province jurisdiction of Ontario. GameSquare its incorporation or organization, as applicable, and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business to own and use its properties. Each of the Company and its Subsidiaries is duly qualified to do business as presently conducteda foreign entity and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, except where to the extent any failure to have such power so qualify has not had and authority would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each During the twelve (12) months preceding the Signing Date, neither the Company nor any of the GameSquare its Subsidiaries is duly organized, validly existing andhas taken any action nor have any other steps been taken or Actions commenced or, to the extent such concept is applicableCompany’s knowledge, in good standing under threatened against any of them, for their winding up or dissolution or for any of them to enter into any arrangement, scheme or composition for the Laws benefit of its respective jurisdiction creditors, or for the appointment of organizationa receiver, except where the failure to be so organizedadministrator, existing or in good standing would not reasonably be expected to haveliquidator, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate trustee or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment officer of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letterthem, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingtheir respective properties, revenues or assets. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. of the ------------- ---------------------------------------------------- Company and the Company Subsidiaries. ------------------------------------- (a) GameSquare is duly organized, validly existing The Company and in good standing under the Laws of the Province of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Company Subsidiaries is are corporations duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each laws of the GameSquare Subsidiaries has all requisite corporate or similar power jurisdictions of their formation and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is are duly qualified to do business, is up-to-date in respect of all material corporate filings conduct business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in under the laws of each jurisdiction where in which the ownership, nature of their business or the ownership or leasing or operation of its assets or their properties or conduct of its business requires require such qualification. The Company and the Company Subsidiaries have all requisite corporate power and authority to own and operate their properties and assets, except where the failure and to carry on their business as presently conducted and as presently proposed to be so qualified or in good standing would not reasonably be expected conducted. The Company has all requisite corporate power and authority to haveexecute, individually or in deliver and perform its obligations under this Agreement. (b) Schedule 4.01(b) sets forth (i) the aggregatenames of the members of the ---------------- Company's and the Company Subsidiaries' boards of directors, a GameSquare Material Adverse Effectand (ii) the names and titles of the Company's and the Company Subsidiaries' officers, if any. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies None of the Organizational Documents Company or any of each GameSquare Subsidiary as at the date hereofCompany Subsidiaries has filed (or has had filed against it) a petition in bankruptcy, each as amended to or is insolvent within the date hereofmeaning of applicable laws, rules, regulations or similar requirements, and each as so delivered is has not made any assignment in full force and effectfavor of its creditors or any class thereof, nor has any petition for a receivership or administration order been presented in respect of the Company or any of the Company Subsidiaries. Neither GameSquare the Company nor any of the GameSquare Company Subsidiaries is in material default of the performance, observance has initiated any proceedings with respect to a compromise or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps arrangement with their creditors or proceedings have been taken, instituted or are pending for the dissolution, winding-liquidation or reorganization of such Persons, or the winding up or liquidation cessation of GameSquare the business or affairs of such Persons. No receiver or administration receiver or liquidator has been appointed in respect of the Company or any of the GameSquare Subsidiaries Company Subsidiaries, or any of their assets and no board approvals have execution has been given to commence levied upon any such proceedingof their assets. (d) Section (1)(d) Except as set forth in Schedule 4.01(d), the Company Subsidiaries ---------------- are the only Subsidiaries of the GameSquare Disclosure Letter sets Company and, except for the outstanding shares of the Company Subsidiaries held by the Company and such other shares as set forth GameSquare’s and each GameSquare Subsidiary’s capital stockon Schedule 4.01(d), equity interests the Company has never owned, beneficially or ---------------- otherwise, any shares or other securities of, or any direct or indirect ownership interests in interest in, any other Person other than capital stockPerson. The Company Subsidiaries have no Subsidiaries and have never owned, equity interests beneficially or otherwise, any shares or other securities of, or any direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stockinterest in, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liensany Person.

Organization, Good Standing and Qualification. (ai) GameSquare Each of Purchaser and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease own and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing standing, when taken together with all other such failures, would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Purchaser Material Adverse Effect. (bii) Each Section 6.1(a)(ii) of the GameSquare Purchaser Disclosure Schedule contains a complete list of each Subsidiary of Purchaser and each Purchaser Material Subsidiary. Purchaser has made available to Hercules a complete and correct copy of the certificates of incorporation and by-laws (or comparable documents), each as amended to date, of the Purchaser and each of the Purchaser Material Subsidiaries (other than those of Newcourt DFS Inc.). Purchaser's and the Purchaser Material Subsidiaries' certificates of incorporation and by-laws (or comparable documents) so made available are in full force and effect, and neither Purchaser nor any of its Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws default or violation of any provisions of its respective jurisdiction certificate of organizationincorporation or by-laws except for such defaults or violations which, except where the failure to be so organizedwhen taken together with all other such defaults or violations, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Purchaser Material Adverse Effect. Each Section 6.1(a)(ii) of the GameSquare Subsidiaries has all requisite corporate or similar power Purchaser Disclosure Schedule contains a correct and authority to own, lease complete list of each jurisdiction where Purchaser and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each each of the GameSquare Purchaser Material Subsidiaries is organized and qualified to do business. Except as set forth in Section 6.1(a)(ii) of the Purchaser Disclosure Schedule, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, and except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or for securities acquired in the aggregateordinary course of business, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate including in connection with the realization on collateral positions and complete copies the acquisition of the Organizational Documents securities as part of each GameSquare Subsidiary as at the date hereofany financing transaction, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare neither Purchaser nor any of the GameSquare its Subsidiaries is in material default owns less than 100% of the performance, observance outstanding voting securities or fulfillment other equity interests of any corporation, joint venture or other entity that would qualify as a Purchaser Material Subsidiary (other than investments in marketable securities of any Person, none of which exceed 5% of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps outstanding capital stock or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, other equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all LiensPerson).

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization. Each of the Province Company and each of Ontario. GameSquare its Subsidiaries has all requisite the corporate power and authority to own, lease own and operate its properties and assets assets, and (1) to execute and deliver, to the extent a party thereto and to the extent applicable, (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) that certain Master Security Agreement dated as presently owned of the date hereof by and among the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement") and (iv) all other agreements related to this Agreement, the Note and the Warrant and referred to herein, including, without limitation, that certain Subordination and Intercreditor Agreement, dated as of the date hereof, by and among the Company, the Purchaser, Milfam I L.P. and Xxxxx X. Xxxxxx, III and that certain Right of First Refusal Agreement, dated as of the date hereof, by and among the Company, the Purchaser and Milfam I L.P. (the "RofR Agreement")(the preceding clauses (ii) through (iv), collectively, the "Related Agreements"), (2) to issue and sell the Note, (3) to issue and sell the Warrant and the Warrant Shares, and (4) to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the for those jurisdictions in which failure to have such power and authority would do so has not, or could not reasonably be expected to have, individually or in the aggregate, a GameSquare material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a "Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect"). (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the Province State of Ontario. GameSquare Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently currently conducted, except where the failure to have such power and authority . Except as would not reasonably be expected to havenot, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or result in the aggregate, a GameSquare Material Adverse Effect. (b) Each , each of the GameSquare Company’s Subsidiaries is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries organization and has all requisite corporate or similar entity power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently currently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Company and its Subsidiaries is duly licensed or qualified to do business, is up-to-date in respect of all material corporate filings business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a GameSquare Material Adverse Effect. (c) GameSquare . Each of the Company and its Subsidiaries has delivered the full power and authority required to own, lease and operate the properties and assets it purports to own, lease and operate, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has made available to Engine Gaming accurate and complete Parent copies of the Company’s Organizational Documents of each GameSquare Subsidiary as at the date hereofDocuments, each as amended, restated or amended and restated prior to the date hereofof this Agreement, and each as so delivered made available to Parent is in full force and effect. Neither GameSquare , and neither the Company nor any of the GameSquare its Subsidiaries is in material default of the performance, observance or fulfillment violation of any of the provisions provision of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been takenexcept, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest the Subsidiaries of the Company, as would not, individually or in the aggregate, reasonably be expected to result in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all LiensMaterial Adverse Effect.

Organization, Good Standing and Qualification. (ai) GameSquare Each of the Company and its Subsidiaries is a corporation or other entity duly organized, validly existing and and, if applicable, in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, operate and lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is duly qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, operation or leasing or operation of its assets or properties or conduct of its business requires such qualification, qualification except where the failure for failures to be so qualified qualified, or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing standing, which would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate Parent a complete and complete copies correct copy of the Organizational Documents Company's certificate of each GameSquare Subsidiary as at the date hereofincorporation, memorandum of association and Bye-laws, each as amended to the date hereofdate, and each as so delivered is which are in full force and effect. (ii) The Company does not have any Subsidiaries which (A) individually constitute or, if aggregated and treated as one Subsidiary, would constitute a "Significant Subsidiary" within the meaning of Rule 1-02(w) of Regulation S-X under the Exchange Act, (B) have unlimited liability share capital or other equity or similar interests of unlimited liability, or (C) conduct material insurance, fund management, broker-dealer, banking or consumer finance operations. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c3.2(a)(ii) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for Letter (X) lists the dissolution, winding-up or liquidation jurisdiction of GameSquare or any organization of each of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. Company's Subsidiaries, (dY) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of the Company's Subsidiaries that conduct insurance operations (collectively, the "Company Insurance Companies"), lists, as of June 30, 2001, the U.S. jurisdictions where the Company Insurance Companies are domiciled or "commercially domiciled" and licensed to do an insurance business for insurance regulatory purposes, and (Z) indicates which Subsidiaries in which the Company's interest therein includes unlimited share capital or other equity or similar interests of unlimited liability. Each of the Company and each of its Subsidiaries holds all material licenses or authorizations required or necessary to conduct its business as currently conducted. (iii) As of the date hereof, the Company does not own (other than (A) in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted, (B) in the ordinary course of its insurance, annuity or asset management business, (C) in customer accounts held or maintained in the ordinary course, or (D) in any general account or otherwise in the ordinary course to offset insurance liabilities) beneficially, directly or indirectly, (X) any material equity securities or similar material interests of any Person other than its Subsidiaries, or (Y) any interest in any general partnership, unlimited company or other Person with share capital or other equity or similar interests of unlimited liability, or any general partnership interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Lienspartnership.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Westin Companies, and each of their respective Subsidiaries is a limited liability company, corporation or partnership duly organized, validly existing and in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate corporate, limited liability company or partnership power and authority to own, lease own and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare ; each is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation corporation, limited liability company or partnership in each jurisdiction where the ownership, leasing ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would standing, when taken together with all other such failures, is not reasonably be expected likely to have, individually or in the aggregate, have a GameSquare Westin Material Adverse Effect. Effect (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effectas defined below). Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to The Westin Companies have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate the Starwood Companies complete and complete correct copies of the Organizational Documents certificate of each GameSquare Subsidiary as at formation of the date hereofLLC and the certificates of incorporation and by-laws, each as amended to date, of each of the date hereof, Westin Subsidiaries and each as of their Subsidiaries. The certificate of formation of the LLC and certificates of incorporation and by-laws of the Westin Subsidiaries and their respective Subsidiaries so delivered is made available are in full force and effect. Neither GameSquare nor As used in this Agreement, the term (i) "Subsidiary" means, with respect to any Westin Company or any Starwood Company, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the GameSquare Subsidiaries is in material default securities or ownership interests having by their terms ordinary voting power to elect a majority of the performance, observance Board of Directors or fulfillment of any of the provisions other persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Organizational Documents. Except as provided in Section (1)(c) Subsidiaries or by such party and any one or more of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare its respective Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare"Westin Material Adverse Effect" means a material adverse change in or effect on (or any development that would likely result in such change or effect on) the financial condition, by one properties, business, results of operations or more GameSquare Subsidiary or by GameSquare and one or more prospects of the GameSquare SubsidiariesWestin Companies and their Subsidiaries taken as a whole; provided, however, that any such effect resulting from any change in each case free law, rule or regulation or GAAP or interpretations thereof that applies to both the Starwood Companies and clear of all Liensthe Westin Companies shall not be considered when determining if a Westin Material Adverse Effect has occurred.

Organization, Good Standing and Qualification. (a) GameSquare ALS and each of its subsidiaries, if any, has been duly incorporated and is duly organized, validly existing and as a corporation in good standing under the Laws laws of the Province its jurisdiction of Ontario. GameSquare has all requisite corporate incorporation, with full power and authority (corporate and other) to own, own and lease and operate its properties and assets conduct its businesses as presently owned conducted and as proposed to carry on be conducted. ALS and each of its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare subsidiaries is duly qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where in which the ownership, ownership or leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where for jurisdictions in which the failure to be so qualified or in good standing qualify would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect; and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail such power and authority or qualification. (b) Each Except as set forth on Schedule of the GameSquare Subsidiaries is duly organizedExceptions, validly existing andSECTION 2.2(b), ALS has no direct or indirect loans to the extent such concept is applicableany partnership, in good standing under the Laws of its respective jurisdiction of organizationcorporation, except where the failure to be so organizedjoint venture, existing or in good standing would not reasonably be expected to havebusiness association, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effectentity. (c) GameSquare ALS has delivered or made available to Engine Gaming accurate Xxxxxx complete and complete correct copies of the Organizational Documents its Articles of each GameSquare Subsidiary as at the date hereof, each Incorporation and Bylaws as amended to the date hereof, and each as so delivered is in full force will furnish to Abbott true and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment correct copies of any amendments thereto throughout the term of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingthis Agreement. (d) Section Except as set forth on Schedule of Exceptions, SECTION 2.2(d), ALS has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any partnership, corporation, joint venture, association, or entity. With respect to any person, the term "subsidiary" means any corporation more than fifty percent (1)(d50%) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stockwhose total equity interest is, equity interests directly or other direct or indirect ownership interests in any other Person other than capital stockindirectly, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquarethat person. The term "affiliate" when used to indicate a relationship with a specified person, by shall mean a person that directly, or indirectly through one or more GameSquare Subsidiary intermediaries, control, or by GameSquare and one is controlled by, or more of the GameSquare Subsidiariesis under common control with, in each case free and clear of all Lienssuch specified person.

Organization, Good Standing and Qualification. (a) GameSquare The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to own and hold its properties and to conduct its business. The Company is duly licensed or qualified to do business, and in good standing, in each jurisdiction in which the nature of its business requires licensing, qualification or good standing, except for any failure to be so licensed or qualified or in good standing that would not have a material adverse effect on the Company and each subsidiary of the Company taken as a whole (each such corporation, partnership or other entity being referred to herein as a “Subsidiary” and, together, the “Subsidiaries”) or its consolidated results of operations, assets, or financial condition or on its ability to perform its obligations under this Agreement or the transactions contemplated hereby (a “Material Adverse Effect”). (b) Schedule 6.1(b) contains a list of the names of each Subsidiary. Schedule 6.1(b) sets forth, with respect to each Subsidiary, its type of entity and the jurisdiction of its organization. Each Subsidiary is wholly owned by the Company. Each of the outstanding shares of capital stock of each of the Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or another Subsidiary and is free and clear of all liens, claims, encumbrances, options, pledges and security interests (collectively, “Liens”) and were not issued in violation of, nor subject to, any preemptive, subscription or similar rights. There are no outstanding warrants, options, subscriptions, calls, rights, agreements, convertible or exchangeable securities or other commitments or arrangements relating to the issuance, sale, purchase, return or redemption, voting or transfer of any shares, whether issued or unissued, of any capital stock, equity interest or other securities of any Subsidiary. The Company and the Subsidiaries do not own any equity interests in any person, other than the Subsidiaries. Each active Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the Province jurisdiction of Ontario. GameSquare its organization and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on conduct its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare The Company is duly incorporated and validly exists as a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands and has not been declared bankrupt, granted a suspension of payments or is otherwise subject to insolvency proceedings. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver the Transaction Agreements, to issue and sell the Shares, and to carry out the provisions of the Transaction Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the Province jurisdiction of Ontario. GameSquare its incorporation or organization, as applicable, and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power own and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of use its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effectproperties. Neither GameSquare the Company nor any of the GameSquare its Subsidiaries is in material violation or default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documentsarticles of association, charter, certificate of incorporation, bylaws, limited partnership agreement or other organizational or constitutive documents. Except as provided in Section (1)(c) Each of the GameSquare Disclosure LetterCompany and its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, no except to the extent any failure to so qualify has not had and would not reasonably be expected to have a Material Adverse Effect. During the twelve (12) months preceding the Signing Date, neither the Company nor any of its Subsidiaries has taken any action nor have any other steps been taken or proceedings have been takenActions commenced or, instituted to the Company’s Knowledge, threatened against any of them, for their winding up or are pending dissolution or for any of them to enter into any arrangement, scheme or composition for the dissolutionbenefit of creditors, winding-up or liquidation for the appointment of GameSquare a receiver, administrator, liquidator, trustee or similar officer of any of them, or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingtheir respective properties, revenues or assets. (db) Section During the twelve (1)(d12) months preceding the Signing Date, neither the Company nor any of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in its Subsidiaries has taken any action nor have any other Person other than capital stock, equity interests steps been taken or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) haveActions commenced or, to the Knowledge Company’s Knowledge, threatened against any of GameSquarethem, been validly issued and are fully paid (in for their winding up or dissolution or for any of them to enter into any arrangement, scheme or composition for the case benefit of an interest in creditors, or for the appointment of a limited partnership receiver, administrator, liquidator, trustee or a limited liability companysimilar officer of any of them, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquareor any of their respective properties, by one revenues or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liensassets.

Organization, Good Standing and Qualification. (a) GameSquare The Company is duly incorporated and validly exists as an exempted company incorporated under the laws of the Cayman Islands and has not been declared bankrupt, granted a suspension of payments or is otherwise subject to insolvency proceedings. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver the Transaction Agreements, to issue and sell the Shares, and to carry out the provisions of the Transaction Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the Province jurisdiction of Ontario. GameSquare its incorporation or organization, as applicable, and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business to own and use its properties. Each of the Company and its Subsidiaries is duly qualified to do business as presently conducteda foreign entity and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, except where to the extent any failure to have such power so qualify has not had and authority would not reasonably be expected to havenot, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. (b) Each During the twelve (12) months preceding the Signing Date, neither the Company nor any of the GameSquare its Subsidiaries is duly organized, validly existing andhas taken any action nor have any other steps been taken or Actions commenced or, to the extent such concept is applicableCompany’s knowledge, in good standing under threatened against any of them, for their winding up or dissolution or for any of them to enter into any arrangement, scheme or composition for the Laws benefit of its respective jurisdiction creditors, or for the appointment of organizationa receiver, except where the failure to be so organizedadministrator, existing or in good standing would not reasonably be expected to haveliquidator, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate trustee or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment officer of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letterthem, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingtheir respective properties, revenues or assets. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare The Company is duly incorporated and validly exists as a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands and has not been declared bankrupt, granted a suspension of payments or is otherwise subject to insolvency proceedings. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver the Transaction Agreements, to issue and sell the Shares, and to carry out the provisions of the Transaction Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the Province jurisdiction of Ontario. GameSquare its incorporation or organization, as applicable, and has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power own and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of use its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effectproperties. Neither GameSquare the Company nor any of the GameSquare its Subsidiaries is in material violation or default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documentsarticles of association, charter, certificate of incorporation, bylaws, limited partnership agreement or other organizational or constitutive documents. Except as provided in Section (1)(c) Each of the GameSquare Disclosure LetterCompany and its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, no except to the extent any failure to so qualify has not had and would not reasonably be expected to have a Material Adverse Effect. During the twelve (12) months preceding the Signing Date, neither the Company nor any of its Subsidiaries has taken any action nor have any other steps been taken or proceedings have been takenActions commenced or, instituted to the Company’s Knowledge, threatened against any of them, for their winding up or are pending dissolution or for any of them to enter into any arrangement, scheme or composition for the dissolutionbenefit of creditors, winding-up or liquidation for the appointment of GameSquare a receiver, administrator, liquidator, trustee or similar officer of any of them, or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingtheir respective properties, revenues or assets. (db) Section During the twelve (1)(d12) months preceding the Signing Date, neither the Company nor any of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in its Subsidiaries has taken any action nor have any other Person other than capital stock, equity interests steps been taken or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) haveActions commenced or, to the Knowledge Company’s Knowledge, threatened against any of GameSquarethem, for their winding up or dissolution or for any of them to enter into any arrangement, scheme or composition for the benefit of creditors, or for the appointment of a receiver, administrator, liquidator, trustee or similar officer of any of them, or any of their respective properties, revenues or assets. [*] Certain information in this document has been validly issued omitted and are fully paid (in filed separately with the case of an interest in a limited partnership or a limited liability company, Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liensomitted portions.

Organization, Good Standing and Qualification. (ai) GameSquare Each of the Company and its Subsidiaries is a corporation or other entity duly organized, validly existing and and, if applicable, in good standing under the Laws laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, operate and lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power conducted and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is duly qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, operation or leasing or operation of its assets or properties or conduct of its business requires such qualification, qualification except where the failure for failures to be so qualified qualified, or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing standing, which would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate Parent a complete and complete copies correct copy of the Organizational Documents Company's certificate of each GameSquare Subsidiary as at the date hereofincorporation, memorandum of association and Bye-laws, each as amended to the date hereofdate, and each as so delivered is which are in full force and effect. (ii) The Company does not have any Subsidiaries which (A) individually constitute or, if aggregated and treated as one Subsidiary, would constitute a "SIGNIFICANT SUBSIDIARY" within the meaning of Rule 1-02(w) of Regulation S-X under the Exchange Act, (B) have unlimited liability share capital or other equity or similar interests of unlimited liability, or (C) conduct material insurance, fund management, broker-dealer, banking or consumer finance operations. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c3.2(a)(ii) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for Letter (X) lists the dissolution, winding-up or liquidation jurisdiction of GameSquare or any organization of each of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. Company's Subsidiaries, (dY) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of the Company's Subsidiaries that conduct insurance operations (collectively, the "COMPANY INSURANCE COMPANIES"), lists, as of June 30, 2001, the U.S. jurisdictions where the Company Insurance Companies are domiciled or "commercially domiciled" and licensed to do an interest in a limited partnership or a limited liability companyinsurance business for insurance regulatory purposes, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (iiZ) are owned by GameSquare, by one indicates which Subsidiaries in which the Company's interest therein includes unlimited share capital or more GameSquare Subsidiary other equity or by GameSquare and one or more similar interests of unlimited liability. Each of the GameSquare Subsidiaries, in Company and each case free and clear of its Subsidiaries holds all Liens.material

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except with respect to Significant Subsidiaries, where the failure to be so organized, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. GameSquare Each of the Company and its Significant Subsidiaries is duly qualified or licensed to do business, is up-to-date in respect of all material corporate filings business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare The Company has delivered or made available to Engine Gaming accurate Parent and Merger Sub a true and complete copies copy of the Organizational Documents Company’s currently effective certificate of each GameSquare Subsidiary as at the date hereofincorporation and bylaws, each as amended and restated to the date hereof, . The Company’s certificate of incorporation and each as bylaws so delivered is are in full force and effect. Neither GameSquare nor any of effect and the GameSquare Subsidiaries Company is not in material default of the performance, observance or fulfillment of any of the provisions violation of its respective Organizational Documents. Except as provided in certificate of incorporation or bylaws. (c) Section (1)(c3.1(c) of the GameSquare Company Disclosure LetterLetter lists, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any as of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceeding. (d) Section (1)(d) date of this Agreement, each Significant Subsidiary of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all LiensCompany.

Organization, Good Standing and Qualification. (a) GameSquare The Company is an exempted company duly organizedincorporated, validly existing and in good standing under the Laws of the Province Cayman Islands. Each of Ontario. GameSquare the Company’s Subsidiaries is a legal entity duly organized or formed, validly existing and in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of the jurisdiction of its organization or formation, and each Group Company has all the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease lease, operate and operate use its properties and assets as presently owned and to carry on its business as presently it is now being conducted, in each case except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure any Group Company to be so organized, existing or in good standing or of any Group Company to have such power, authority and governmental approvals has not had and would not have a Company Material Adverse Effect or would not be reasonably be expected to haveto, individually or in the aggregate, a GameSquare Material Adverse Effectprevent, materially delay or materially impair the ability of the Company to consummate the Merger. Each Group Company is duly qualified or licensed to do business, and is in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing), in each jurisdiction where the character of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on owned, leased, operated or used by it or the nature of its business as presently conductedmakes such qualification or licensing necessary, except where the for any such failure to have such power and authority be so qualified or licensed or in good standing as would not have a Company Material Adverse Effect or would not be reasonably be expected to haveto, individually or in the aggregate, a GameSquare Material Adverse Effect. Each prevent, materially delay or materially impair the ability of the GameSquare Company to consummate the Merger. (b) A true and complete list of each Subsidiary of the Company that would constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X of the SEC, identifying the jurisdiction of incorporation or organization of each such Subsidiary, the percentage of the outstanding share capital or other equity interests of, or other interest in, each such Subsidiary owned or held by the Company and each of its other Subsidiaries is qualified to do set forth in the 2016 Annual Report. Except as set forth in the Data Room or the 2016 Annual Report, there are no other corporations, partnerships, joint ventures, associations or entities through which any Group Company conducts a material portion of its business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person entities in each jurisdiction where which a Group Company controls or owns, of record or beneficially, any direct or indirect equity or other interest or right (contingent or otherwise) to acquire the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, same which entities are individually or in the aggregateaggregate material to the Group Companies taken as a whole, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies any other consolidated entities of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended Company that are not disclosed to the date hereofBuyer Group, and each considered in the aggregate as so delivered is in full force and effect. Neither GameSquare nor any a single entity, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingSEC. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare Each of MDC and its Subsidiaries (the “MDC Subsidiaries”) is a corporation, limited liability company, limited partnership, partnership or other entity duly organized, organized and validly existing and in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate entity power and authority to own, operate and lease and operate its properties and assets as presently owned in the manner in which its properties and assets are currently owned, operated and leased and to carry on its business as presently now conducted. (b) Each of MDC and the MDC Subsidiaries is duly qualified and/or licensed, except where the failure to have such power and authority would not reasonably as may be expected to haverequired, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation (where applicable or recognized) in each jurisdiction where of the ownership, leasing or operation of its assets or properties or conduct jurisdictions in which the nature of its business requires or the character of its owned, leased or used properties makes such qualificationqualification and/or licensing necessary, except where the failure to be so qualified or in good standing and/or licensed would not reasonably be expected to have, individually or in the aggregate, a GameSquare have an MDC Material Adverse Effect. (b) Each Effect or prevent, materially delay or materially impair the ability of MDC, New MDC or Merger Sub to timely consummate the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse EffectTransactions. (c) GameSquare The copies of the articles of amalgamation, as amended, and bylaws of MDC, each of which are incorporated by reference as an exhibit to the annual report on the MDC 10-K (the “MDC Governing Documents”), are complete and correct copies of such documents in full force and effect on the date of this Agreement, and MDC is not in violation of any of the provisions thereof. MDC has delivered or made available to Engine Gaming accurate Stagwell complete and complete correct copies of each of the MDC Subsidiaries’ certificate of incorporation and by-laws or comparable governing documents (together with the MDC Governing Documents, the “MDC Organizational Documents of Documents”), in each GameSquare Subsidiary as at the date hereof, each case as amended to the date hereofof this Agreement, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries , and no such MDC Subsidiary is in violation in any material default of the performance, observance or fulfillment respect of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingthereof. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare The Company is a corporation duly organized, validly existing and in good standing under under, and by virtue of, the Laws laws of the Province State of Ontario. GameSquare has all requisite corporate power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare Delaware. (b) The Company is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing business as a foreign corporation in each jurisdiction where the ownership, leasing character of the property owned or operation leased by it or the nature of its assets activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where the failure to be so qualified has not had, and would not be reasonably expected to have, a Material Adverse Effect on the Company or properties a material and adverse effect on the validity, execution, delivery or conduct performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Section 4.1(c) of the Disclosure Schedule sets forth a complete list of each direct or indirect Subsidiary or Controlled Affiliate of the Company, its jurisdiction of organization, the owners of the Capital Stock of such Subsidiary or Controlled Affiliate and each such owner's ownership percentage. (d) Each Subsidiary of the Company is a corporation or limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all corporate or limited liability company power and authority to carry on its business requires such qualificationas conducted, except where the failure to be so qualified or in good standing has not had, and would not be reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Effect on the Company. Each Subsidiary of the GameSquare Subsidiaries Company is duly organized, validly existing and, qualified to do business as a foreign corporation or limited liability company in each jurisdiction where the extent such concept is applicable, in good standing under character of the Laws property owned or leased by it or the nature of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and activities makes such qualification necessary to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not be reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse EffectEffect on the Company. (ce) GameSquare The Company has heretofore delivered or made available to Engine Gaming accurate Buyer complete and complete correct copies of the Organizational Documents Company's Amended and Restated Certificate of each GameSquare Subsidiary as at the date hereofIncorporation and Bylaws, each as amended to the date hereof, . The Company's Amended and each as so delivered is Restated Certificate of Incorporation and Bylaws are in full force and effect. Neither GameSquare nor any of , and the GameSquare Subsidiaries Company is not in material default of the performance, observance or fulfillment violation of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any of the GameSquare Subsidiaries and no board approvals have been given to commence any such proceedingthereof. (d) Section (1)(d) of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests or other direct or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more of the GameSquare Subsidiaries, in each case free and clear of all Liens.

Organization, Good Standing and Qualification. (a) GameSquare Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the Province its respective jurisdiction of Ontario. GameSquare organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where . Each of the failure to have such power Company and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare its Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a GameSquare Company Material Adverse Effect.. The Company has made available to Parent complete and correct copies of the (b) Each Section 3.1 of the GameSquare Company Disclosure Letter contains a correct and complete list of all Subsidiaries of the Company, and each jurisdiction where the Company and each Subsidiary is duly organizedorganized and qualified to do business. As used in this Agreement, validly existing andthe term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries or by such Person and any one or more of its respective Subsidiaries, and (ii) “Company Material Adverse Effect” means: (x) any event, occurrence, fact, condition, change, or effect that is materially adverse to the financial condition, business or results of operations of the Company and its Subsidiaries taken as a whole, excluding any such event, occurrence, fact, condition, change or effect arising out of or relating to (A) the announcement or consummation of the Merger or any other transactions contemplated by this Agreement; (B) (1) any change in economic, business, regulatory or securities markets conditions generally, to the extent such concept is applicableit does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to the effect on other securities exchanges or other participants in good standing under the Laws of its respective jurisdiction of organization, except where securities industry having operations similar to the failure to Company’s operations that may be so organized, existing or affected; (2) any changes in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings andany Laws, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would that they are not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (c) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as directed primarily at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c) of the GameSquare Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare Company or any of its Subsidiaries or the GameSquare Subsidiaries and no board approvals have been given to commence securities industry; or (3) any such proceeding. (d) Section (1)(d) outbreak or escalation of the GameSquare Disclosure Letter sets forth GameSquare’s and each GameSquare Subsidiary’s capital stock, equity interests hostilities or other direct war or indirect ownership interests in any other Person other than capital stock, equity interests or other direct or indirect ownership interests or securities act of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, terrorism to the extent such outbreak or escalation does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to the effect on other securities exchanges or other participants in the securities industry having operations similar to the Company’s operations that may be so affected; (C) any action or omission by the Company or any of its Subsidiaries that is required under by this Agreement; or (D) (1) the applicable Organizational Documents) expenses actually incurred by the Company or any of its Subsidiaries in connection with this Agreement or the transactions contemplated hereby (including, without limitation, legal, investment banking, audit, Board of Governors and nonassessable (if such entity is a corporate entityconsulting fees) and (ii2) are owned the estimated legal, investment banking, audit, Board of Governors and consulting expenses not actually incurred but reasonably expected to be incurred by GameSquarethe Company or any of its Subsidiaries in connection with this Agreement or the transactions contemplated hereby; or (y) an effect (other than caused by an action taken in response to an Acquisition Proposal as permitted by Section 5.2) that would prevent, by one materially delay or more GameSquare Subsidiary or by GameSquare and one or more materially impair the ability of the GameSquare Subsidiaries, in each case free Company to consummate the Merger and clear of all Liensthe other transactions contemplated by this Agreement.

Organization, Good Standing and Qualification. (a) GameSquare The Company is an exempted company duly organized, validly existing and in good standing under the Laws of the Province Cayman Islands. Each of Ontario. GameSquare the Company’s Subsidiaries is a legal entity duly organized or formed, validly existing and in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing) under the Laws of the jurisdiction of its organization or formation, and each Group Company has all the requisite corporate or similar power and authority and all necessary governmental approvals to own, lease lease, operate and operate use its properties and assets as presently owned and to carry on its business as presently it is now being conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. GameSquare is qualified to do business, is up-to-date in respect of all material corporate filings and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect. (b) Each of the GameSquare Subsidiaries is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except where the failure any Group Company to be so organized, existing or in good standing or of any Group Company to have such power, authority or governmental approvals has not had and would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Company Material Adverse Effect. Each Group Company is duly qualified or licensed to do business, and is in good standing (to the extent the relevant jurisdiction recognizes such concept of good standing), in each jurisdiction where the character of the GameSquare Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets as presently owned and to carry on owned, leased, operated or used by it or the nature of its business as presently conductedmakes such qualification or licensing necessary, except where the for any such failure to have such power and authority be so qualified or licensed or in good standing as would not reasonably be expected to have, individually or in the aggregate, have a GameSquare Material Adverse Effect. Each of the GameSquare Subsidiaries is qualified to do business, is up-to-date in respect of all material corporate filings and, to the extent such concept is applicable, is in good standing as a foreign corporation or other Person in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a GameSquare Company Material Adverse Effect. (cb) GameSquare has delivered or made available to Engine Gaming accurate and complete copies of the Organizational Documents of each GameSquare Subsidiary as at the date hereof, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither GameSquare nor any of the GameSquare Subsidiaries is in material default of the performance, observance or fulfillment of any of the provisions of its respective Organizational Documents. Except as provided in Section (1)(c3.01(b) of the GameSquare Company Disclosure Letter, no steps or proceedings have been taken, instituted or are pending for the dissolution, winding-up or liquidation of GameSquare or any Schedule sets forth as of the GameSquare date hereof a true and complete list of (i) each Subsidiary of the Company that is an Active Subsidiary, and (iii) each joint venture involving the Company other than any joint venture the book value of which interest held by the Company does not exceed US$1,000,000 (each such joint venture, a “Joint Venture”), together with (1) the jurisdiction of organization or formation of each such Active Subsidiary or Joint Venture, (2) the percentage of the outstanding issued share capital or registered capital, as the case may be, of each such Active Subsidiary or Joint Venture owned or otherwise held by the Group Company, and (3) the other shareholder(s) of each such Active Subsidiary or Joint Venture. Other than the Active Subsidiaries and Joint Ventures, there are no board approvals have been given other corporations, associations, or other persons that are legal entities that are material to commence any such proceeding. (d) Section (1)(d) the business of the GameSquare Disclosure Letter sets forth GameSquare’s Group Companies, taken as a whole, through which the Group Companies conduct business and each GameSquare Subsidiary’s capital stockin which any Group Company owns, equity interests of record or other beneficially, any direct or indirect ownership interests in any equity or other Person interest or right (contingent or otherwise) to acquire the same, and other than capital stockthe Joint Ventures, equity interests none of the Group Companies is a participant in (nor is any part of their businesses conducted through) any joint venture, partnership or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of GameSquare. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, similar arrangement that is material to the Knowledge of GameSquare, been validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by GameSquare, by one or more GameSquare Subsidiary or by GameSquare and one or more business of the GameSquare SubsidiariesGroup Companies, in each case free and clear of all Lienstaken as a whole.