Common use of Responding to an Acquisition Proposal Clause in Contracts

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following time, prior to obtaining the date approval by Phivida Shareholders of this Agreement and prior tothe Arrangement Resolution, in the case of Engine Gaminga Notified Party receives a written Acquisition Proposal, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Notified Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such the Notified Party or and its Subsidiaries to the person or persons making such Acquisition Proposalif, if and only if: (a) the board of directors of such Notified Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to to, in the case of Phivida, a Superior ProposalProposal (disregarding for such determination any due diligence or access condition) or in the case of Choom, a Competing Transaction (disregarding for such determination any due diligence or access condition); (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesrestriction; (c) such the Notified Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, or disclosure, such the Notified Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person having terms that are not less onerous than those set out in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other Party; and (e) such the Notified Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Notified Party or its board of directors from Board from: (a) complying with a court order or section Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from Proposal; or (b) calling and/or holding a meeting of its shareholders requisitions requisitioned by Phivida Shareholders or the shareholders of Choom, as applicable, in accordance with applicable Law; provided that Laws or taking any other action with respect to an Acquisition Proposal to the Party so complying shall provide the other Party extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingapplicable Laws.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, to obtaining the approval of the Engine Gaming Resolution by Common Shareholders of the Engine Gaming Shareholders, and, in the case of GameSquareArrangement Resolution, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Company receives a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such written Acquisition Proposal), such Party and its Representatives the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party the Company or any of its Subsidiaries; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal Person substantially in the same form as the Confidentiality Agreement confidentiality and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate standstill agreement entered into by the transactions hereunder or to comply with its disclosure obligations to Company and the other Party hereunder Parent and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyPurchaser; and (e) such Party the Company promptly provides the other Party Purchaser with: (i) two Business Days prior written notice stating such Partythe Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;; and (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors the Board from complying with a court order or section Section 2.17 of National Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingProposal.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to, in the case of Engine GamingTilray, the approval of the Engine Gaming Resolution Tilray Resolutions by the Engine Gaming Tilray Shareholders, and, in the case of GameSquareAphria, the approval of the GameSquare Arrangement Resolution by the GameSquare Aphria Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;; and (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable LawProposal; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1a) Notwithstanding Section 16 and any other provision of this Agreement, if at any time following the date of this Agreement and prior toto obtaining the Vitran Required Vote, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party Vitran receives an unsolicited written Acquisition Proposal that did is not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if any confidentiality or standstill agreement between Vitran or any of the Vitran Subsidiaries and the Person making such Party or its Representatives Acquisition Proposal, Vitran may contact the Person who has made an making such Acquisition Proposal for the sole purpose of clarifying and its representatives to clarify the terms and conditions of such Acquisition Proposal and the likelihood of consummation so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to . If the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines Vitran thereafter determine in good faith, after consultation with its Vitran’s financial advisors and its outside legal counsel, that (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation and/or a financing condition) constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal;, then, following compliance with Section 17(b), Vitran may: (bi) furnish information with respect to Vitran and the person or persons Vitran Subsidiaries to the Person making such Acquisition Proposal was not restricted from Proposal; and (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal pursuant to an existing confidentialityProposal, standstillprovided that, nondisclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (ci) such Party Vitran has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; Sections 17 and 18 and (dii) prior Vitran will not, and will not allow its Representatives to, disclose any non- public information to providing any such copies, access, or disclosure, such Party enters Person without first entering into a confidentiality and standstill agreement with the person such Person on terms and conditions no less onerous or persons making more beneficial to such Acquisition Proposal substantially Person than those in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner otherwise containing terms and conditions that are customary for such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copiesagreements, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party Vitran promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, Purchaser with a true, complete and final executed copy of the such confidentiality and standstill agreement referred and Vitran promptly provides to in Section 5.3(1)(d); and (iii) Purchaser any material non-non- public information concerning such Party Vitran or its the Vitran Subsidiaries provided to such other Person which was not previously provided to the other PartyPurchaser. Any such confidentiality and standstill agreement may not include a provision calling for an exclusive right to negotiate with Vitran and may not restrict Vitran from complying with Sections 17 and 18. (2b) Vitran will, as soon as practicable and in any event within 24 hours of receipt by Vitran, notify Purchaser, first orally and then in writing, of any Acquisition Proposal which any director, senior officer or agent thereof is or becomes aware of, after the date hereof, any amendment to any such proposal or any request for non-public information relating to Vitran or the Vitran Subsidiaries (such notice to include a copy of any written Acquisition Proposal and the name of the Person submitting such Acquisition Proposal or making such inquiry, request or contact) and will keep Purchaser reasonably informed as to the status, including any changes to the material terms and conditions of such Acquisition Proposal and the negotiations relating thereto. (c) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent the directors of Vitran from responding in a Party manner that is consistent with and in accordance with the provisions of Section 16, or its board from making such disclosure as is necessary for the directors of directors from complying Vitran to act in a manner consistent with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of their fiduciary duties (including through a directors’ circular in respect of or otherwise as required by applicable Laws to an Acquisition Proposal that they determine is not a Superior Proposal). In addition, nothing in this Agreement shall be deemed to prohibit Vitran or the directors of Vitran from calling and/or holding taking and disclosing to the Vitran Shareholders a meeting position contemplated by Rule 14d-9 or Rule 14e-2 under the U.S. Exchange Act or (ii) making any “stop- look-and-listen” communication to the Vitran Shareholders pursuant to Rule 14d- 9(f) under the U.S. Exchange Act; provided that, in the case of a disclosure pursuant to clause (i) that is not a “stop-look-and-listen” or other similar communication contemplated by Rule 14d-9(f) under the U.S. Exchange Act, the directors of Vitran shall expressly reaffirm its shareholders requisitions recommendation of the Arrangement in such disclosure unless its approval or recommendation has been withdrawn, modified or qualified in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingSection 20.

Responding to an Acquisition Proposal. (1a) Notwithstanding any provision of this AgreementSection 7.01, if at any time following time, prior to obtaining the date approval by Company Shareholders of this Agreement and prior tothe Arrangement Resolution, in the case of Engine Gaminga Notified Party receives a written Acquisition Proposal, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Notified Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such the Notified Party or and its Subsidiaries to the person or persons making such Acquisition Proposalif, if and only if: (ai) the board of directors of such Notified Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to to, in the case of the Company, a Superior ProposalProposal (disregarding for such determination any due diligence or access condition) or in the case of the Buyer, a Competing Transaction (disregarding for such determination any due diligence or access condition); (bii) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesrestriction; (ciii) such the Notified Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respectsARTICLE VII; (div) prior to providing any such copies, access, or disclosure, such the Notified Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person having terms that are not less onerous than those set out in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other Party; and (ev) such the Notified Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d7.03(a)(iv); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2b) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Notified Party or its board of directors from Board from: (i) complying with a court order or section Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from Proposal; or (ii) calling and/or holding a meeting of its shareholders requisitions requisitioned by Company Shareholders or the shareholders of the Buyer, as applicable, in accordance with applicable Law; provided that Laws or taking any other action with respect to an Acquisition Proposal to the Party so complying shall provide the other Party extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingapplicable Laws.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any provision of this other agreement between the Parties or between the Company and any other Person, including without limitation the Non-Disclosure Agreement, if at any time following prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingRequired Shareholder Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives a bona fide unsolicited written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 Company may (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives a) contact the Person who has made an making such Acquisition Proposal and its Representatives for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or books or and records of such Party the Company or any of its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if:, in the case of clause (b): (a) the board of directors of such Party Board first determines (based upon, amongst other things, the recommendation of the Special Committee) in good faith, after consultation with its financial advisors advisers and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) such Person making the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose confidentiality or similar agreement, restriction or covenant with such Party the Company or any of its Subsidiaries; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the an Acceptable Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Agreement, and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously promptly be) provided to the other PartyPurchaser (by posting such information to the Data Room or otherwise); and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention prior to participate engaging in such or participating in discussions or negotiations with such Person regarding such Acquisition Proposal (excluding, for certainty, negotiations regarding an Acceptable Confidentiality Agreement that do not relate to the terms and to provide such copies, access conditions of the Acquisition Proposal) or disclosure; (ii) prior to providing any such copies, access or disclosure, the Company promptly provides the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any provision of this Agreementother agreement between the Parties or between the Company and any other Person, if if, at any time following the date of this Agreement and prior to, in the case of Engine Gaming, to obtaining the approval of the Engine Gaming Resolution by Shareholders of the Engine Gaming Shareholders, and, in the case of GameSquareArrangement Resolution, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Company receives a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such bona fide Acquisition Proposal), such Party the Company and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to entering into a confidentiality and standstill agreement with such Person containing terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal and related communications to the Company or the Board), a copy of which shall be provided to the Purchaser prior to providing such Person with any such copies, access or disclosure, and provided further that such confidentiality and standstill agreement will not contain any exclusivity provision or other term that would restrict, in any manner, the Company’s ability to consummate the transactions contemplated hereby or to comply with its disclosure obligations to the Purchaser pursuant to this Agreement, and any such copies, access or disclosure provided to such Person will have already been, or will substantially concurrently be, provided to the Purchaser, the Company and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiary, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors advisor and its outside legal counsel, that such Acquisition Proposal constitutes or would is reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar agreement, restriction or covenant with such Party the Company or its Subsidiaries;the Subsidiary; and (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 Section 5.1 in all material respects; (d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any provision of this Agreementother agreement between the Parties, if at any time following after the date of this Agreement hereof and prior to, in the case of Engine Gaming, the to approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare ShareholdersCommon Shareholders in accordance with the Interim Order, the Company receives a Party receives an bona fide written Acquisition Proposal that did not result from a breach Person, the Company, any of this Article 5 (it being understood that a Party will not be in breach its Subsidiaries or any of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its their respective Representatives may enter into, engage in or in, participate in in, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, any information properties, facilities, books or records of such Party or the Company and its Subsidiaries to the person or persons making such Acquisition ProposalPerson if, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal did not result from a breach by the Company of its obligations under this Article 5; (c) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiaries; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respectsrestriction; (d) prior to providing any such copies, access, access or disclosure, such Party (i) the Company enters into a confidentiality and standstill agreement with such Person on terms that are no less favourable to the person or persons making Company and no more favourable to such Acquisition Proposal substantially in the same form Person, taken as a whole, than those of the Confidentiality Agreement (provided that such confidentiality and which will not contain standstill agreement may permit such Person to submit an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations Acquisition Proposal on a confidential basis to the other Party hereunder Board) and (ii) any such copies, access or disclosure (other than verbal disclosure) provided to the person or persons making such Acquisition Proposal Person shall have already been (or will shall simultaneously be) provided to the other Party; andPurchasers; (e) such Party the Company promptly provides the other Party with: (i) Purchasers with prior written notice stating such Partythe Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;; and (iif) prior to providing any such copies, access or disclosuredisclosure to such Person, the Company provides the Purchasers with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing Subject to Section 4.10, nothing contained in this Agreement (butshall prohibit the Board, for certaintythe Company, subject to Section 7.2) shall prevent a Party the board of AP Preferred Equity Issuer, the AP Preferred Equity Issuer, APLP or its the board of directors of the general partner of APLP from complying making disclosure to Company Securityholders, Company Debentureholders and/or the MTN Noteholders, as applicable, if the Board, the board of AP Preferred Equity Issuer or the board of directors of the general partner of APLP, acting in good faith and upon the advice of outside legal counsel, shall have first determined that the failure to make such disclosure would be inconsistent with a court order the fiduciary duties of such board or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions such disclosure is otherwise required under Securities Laws relating applicable Law in response to the provision of an Acquisition Proposal (including by responding to an Acquisition Proposal in a directors’ circular circular), provided that, notwithstanding that the Board, the Company, the board of AP Preferred Equity Issuer, the AP Preferred Equity Issuer, APLP or the board of directors of the general partner of APLP shall be permitted to make such disclosure, neither the Board, the board of AP Preferred Equity Issuer or the board of directors of the general partner of APLP nor any committee of the foregoing shall be permitted to make a Change in respect of Recommendation in response to an Acquisition Proposal other than as permitted by Section 5.4(1). In addition, nothing contained in this Agreement shall prevent the Company, the Board, the board of AP Preferred Equity Issuer, the AP Preferred Equity Issuer, APLP or the board of directors of the general partner of APLP from calling and/or holding a meeting of its shareholders requisitions the Common Shareholders, the Preferred Shareholders, the Company Debentureholders, or MTNs Noteholders requisitioned by such securityholders in accordance with the BCBCA, the ABCA, the Company Debenture Indenture, the APLP MTNs Indenture (as applicable) or ordered to be held by a court in accordance with applicable Law; provided Laws that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular was not solicited, supported or other response before it is sent encouraged by the Party so complyingCompany or any of its Representatives.

Responding to an Acquisition Proposal. (1a) Notwithstanding any provision of this AgreementSection 5.1, if at any time following time, prior to obtaining the date approval by the Company Participating Shareholders of this Agreement and prior to, in the case of Engine GamingArrangement Resolution, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Company receives a Party receives an bona fide written Acquisition Proposal that did was not result from a breach solicited in contravention of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact Section 5.1, the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (ai) the board of directors of such Party Company Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (bii) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesrestriction; (ciii) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (div) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the an Acceptable Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner with such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Person and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously shall concurrently be) provided to the other PartyPurchaser; and (ev) such Party the Company promptly provides the other Party Purchaser with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other PartyAcceptable Confidentiality Agreement. (2b) Nothing contained in this Agreement (butshall prohibit the Company Board or the Company from making any disclosure to securityholders of the Company if the Company Board, for certaintyacting in good faith and upon the advice of outside legal advisors, subject shall have first determined that the failure to Section 7.2) shall prevent a Party make such disclosure would be inconsistent with the fiduciary duties of the Company Board or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with such disclosure is required by applicable Law; , provided that (i) the Party so complying Company shall provide the other Party Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of such circular or other response before it is sent any disclosure to be made pursuant to this Section 5.3(b), and shall give reasonable consideration to comments made by the Party so complyingPurchaser and its outside legal counsel, and (ii) notwithstanding the foregoing, the Company Board shall not be permitted to make a Change in Recommendation other than as permitted by Section 5.4.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any provision of this other agreement between the Parties or between Corporation and any other Person, including the Non-Disclosure Agreement, if at any time following time, prior to obtaining the date of this Agreement and prior toRequired Shareholder Approval, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Corporation receives a Party receives an bona fide written Acquisition Proposal that did not result from a any breach of this Article 5 Section 5.1, Corporation may (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives a) contact the Person who has made an making such Acquisition Proposal and its Representatives solely for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of informationconfidential information of Corporation or any of its Subsidiaries, propertiesif, facilities, books or records in the case of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if:this clause (b): (a) the board of directors of such Party Board (or any special committee thereof) first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes constitutes, or would reasonably be expected to constitute or lead to to, a Superior Proposal; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction contained in any Contract entered into with such Party or its SubsidiariesCorporation; (c) such Party Corporation has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to or concurrently with providing any such copies, access, or disclosure, such Party Corporation enters into a confidentiality and standstill agreement with the person such Person (if one has not already been entered into or persons making if such Acquisition Proposal substantially previous agreement contains provisions that are more favourable in the same form as aggregate to such Person than those contained in the Confidentiality Agreement Non-Disclosure Agreement) that contains terms that are no more favourable to such Person than those found in the Non-Disclosure Agreement, and which will provided that such confidentiality and standstill agreement may not contain include any provision calling for an exclusivity provision or other term which would exclusive right to negotiate with Corporation and may not restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply Corporation from complying with its disclosure obligations to the other Party hereunder and any such copiesthis Agreement, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Partyincluding this Article 5; and (e) such Party Corporation promptly provides the other Party Purchaser with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); , and (iii) any material non-public information concerning such Party or its Subsidiaries provided , to such other Person which was the extent not previously provided to the other PartyPurchaser, copies of any information provided to such Person. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingShareholder Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives an unsolicited written Acquisition Proposal, the approval of Company may (i) contact the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an person making such Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or and its Representatives contact the Person who has made an Acquisition Proposal solely for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may (ii) engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if:, in the case of this clause (ii): (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the such person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party the Company or any of its Subsidiaries; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the an Acceptable Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner with such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder person, and any such copies, access or disclosure provided to the such person or persons making such Acquisition Proposal shall have already been (or will shall simultaneously be) provided to the other PartyParent and the Purchaser; and (e) such Party the Company promptly provides the other Party Parent and the Purchaser with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to not later than 24 hours after providing any such copies, access or disclosure, the Company provides the Parent and the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d); and (iiiii) any material non-public information concerning such Party or the Company and its Subsidiaries provided to such other Person person which was not previously provided to the other PartyParent and the Purchaser. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to, in the case of Engine GamingSKYE, the approval of the Engine Gaming SKYE Resolution by the Engine Gaming SKYE Shareholders, and, in the case of GameSquareEHT, the approval of the GameSquare EHT Arrangement Resolution by the GameSquare EHT Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors special committee of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; ; 328972.00001/116443569.20 (d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) 5.7.1 Notwithstanding Section 5.5, or any provision of this other agreement between the Parties, including the Confidentiality Agreement, if at any time following prior to obtaining the date of this Agreement and prior toRequired Shareholder Approval, in the case of Engine GamingImvescor receives a written Acquisition Proposal, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 Imvescor may (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives i) contact the Person who has made an making such Acquisition Proposal and its Representatives solely for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal), such Party and its Representatives may (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, of or furnish access to or disclosure confidential information of information, properties, facilities, books or records of such Party Imvescor or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if:, in the case of this clause (ii): (a) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar restriction with Imvescor or any of its Subsidiaries; (b) the board of directors of such Party first determines Board shall have determined in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes constitutes, or would could reasonably be expected to constitute or lead to constitute, a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (c) such Party Imvescor has been, and continues to be, in compliance with its obligations under this Article 5 in all material respectsSections 5.5, 5.6, 5.7 and 5.8; (d) prior to providing any such copies, copies or access, or disclosure, such Party Imvescor enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person that contains standstill, confidentiality and other terms that are no less favourable to Imvescor than those found in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Agreement, and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyMTY (by posting such information in a data room or otherwise); and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, Imvescor provides MTY with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d5.7.1(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following time, prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingRequired Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives an unsolicited written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party the Company or its Subsidiaries; (c) such Party has beenthe Acquisition Proposal did not arise, and continues to bedirectly or indirectly, in compliance with its obligations under as a result of a violation by the Company of this Article 5 in all material respectsor the Exclusivity Agreement; (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Person on customary terms, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations confidentially to the other Party hereunder and any such copiesBoard that constitutes, access or disclosure provided could reasonably be expected to the person constitute or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Partylead to, a Superior Proposal; and (e) such Party the Company promptly provides the other Party Purchaser with: (i) prior written notice stating such Party’s the Company's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or the Company and its Subsidiaries provided to such other Person which was not previously provided to the other PartyPurchaser. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if if, at any time following prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingRequired Shareholder Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Company receives a Party receives an bona fide unsolicited written Acquisition Proposal that did not result result, directly or indirectly, from a any breach of this Article 5 ARTICLE V, any other provision of this Agreement or the Confidentiality Agreement, but subject to entering into a confidentiality agreement with such Person containing a customary standstill provision and other terms that are not less favorable to the Company than those contained in the Confidentiality Agreement (it being understood that a Party will such confidentiality agreement must not be contain any provision or term that would restrict, in breach of any manner, the Company’s ability to consummate the Arrangement or other Transactions or comply with its disclosure obligations to Parent pursuant to this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition ProposalAgreement), a final executed copy of which shall be provided to Parent prior to providing such Party Person with any such copies, access or disclosure, the Company and its Representatives may (i) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may (ii) provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party the Company or its Subsidiaries (and any such copies, access or disclosure provided to the person such Person shall have already been (or persons making such Acquisition Proposalsimultaneously be) provided to Parent and Parent’s Representative), if and only if:, in the case of both clauses (i) and (ii): (a) the board of directors of such Party Company Board first determines in good faith, after consultation with its financial advisors advisor(s) and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior ProposalProposal and that the failure to take the actions described in clauses (i) and (ii) above would be inconsistent with its fiduciary duties under applicable Law; (b) such Person making the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose non-solicitation or similar agreement, restriction or covenant with such Party the Company or its any of the Company Subsidiaries;; and (c) such Party the Company has been, and continues to be, in compliance (i) with its obligations under this Article 5 Section 5.1 in all respects, and (ii) with its obligations under ARTICLE V (other than Section 5.1) in all material respects; (d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any provision of this Agreementother agreement between the Parties or between the Corporation and any other Person, including without limitation the Confidentiality Arrangements, if at any time following prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingRequired Shareholder Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCorporation receives a bona fide unsolicited written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 Corporation may (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives a) contact the Person who has made an making such Acquisition Proposal and its Representatives solely for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party ; and its Representatives may (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or books or and records of such Party the Corporation or any of its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if:, in the case of clause (b): (a) the board of directors of such Party Board first determines (based upon, amongst other things, the recommendation of the Special Committee) in good faith, after consultation with its financial advisors advisers and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (b) such Person making the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with such Party the Corporation or any of its Subsidiaries; (c) such Party the Corporation has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, access or disclosure, such Party the Corporation enters into a confidentiality and standstill agreement with such Person that contains a customary standstill provision and that is otherwise on terms that are no less favourable to the person or persons making such Acquisition Proposal substantially Corporation than those found in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Arrangements, and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously promptly be) provided to the other PartyPurchaser (by posting such information to the Data Room or otherwise); and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, the Corporation promptly provides the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained The Parties acknowledge that the furnishing of certain competitively sensitive information to certain competitors of the Corporation and of its Subsidiaries, including the Purchaser, would be materially prejudicial to the Corporation and its Subsidiaries and, accordingly, no such information shall be disclosed to any Person that the Special Committee, acting reasonably, determines (a) to be a competitor of the Corporation or of any of its Subsidiaries in this Agreement some material respect under Section 5.3(1), and (butb) that such disclosure would be materially prejudicial to the Corporation and its Subsidiaries. Notwithstanding the foregoing, for certainty, subject if competitively sensitive information with respect to Section 7.2) shall prevent a Party the Corporation or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating Subsidiaries ("Restricted Information") is not disclosed to the provision Purchaser on the basis of the foregoing restrictions and such Restricted Information is later disclosed to a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions Person (the "Restricted Information Recipient") in accordance with applicable Law; Section 5.3(1), the Corporation shall promptly provide and make available such Restricted Information, on a confidential basis, through external advisors and experts retained by the Purchaser who enter into agreements reasonably satisfactory to the Corporation, providing that such information will not be provided that or communicated to the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular Purchaser, its officers, directors, financing sources or other response before it is sent by the Party so complyingRepresentatives.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 9.1, if at any time following prior to the date of this Agreement and prior toClosing, in Sellers or the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Company receive from a Party receives Person a written proposal for an Acquisition Proposal that did not result from a breach of this Article 5 Transaction (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such "Acquisition Proposal"), such Party and its Representatives Sellers may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company for a maximum of seven Business Days from the date that such Party access or its Subsidiaries to the person or persons making such Acquisition Proposaldisclosure is first given, if and only if: (a) the board of directors of such Party either Solitario or Exx Gold first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal Proposal: (i) is or could reasonably be expected to result in a transaction that is more favourable, from a financial point of view, to the shareholders of either Solitario or Exx Gold than the transaction provided for in this Agreement; (ii) constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; and (iii) after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesthe Sellers; (c) such Party has Sellers have been, and continues continue to be, in compliance with its their obligations under this Article 5 in all material respects9; (d) prior to providing any such copies, access, or disclosure, such Party enters Sellers enter into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person having terms that are not less onerous than those set out in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Agreements and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyPurchaser; and (e) such Party Sellers promptly provides the other Party provide Purchaser with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d9.2(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) ‌ Notwithstanding any provision of this AgreementSection 5.1, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, to the approval by Mylk Shareholders of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Mylk Board receives a Party receives an bona fide written Acquisition Proposal that did was not result from a breach of solicited after entering into this Article 5 (it being understood that a Party will not be Agreement in breach of this Article 5 if such Party or its Representatives contact Section 5.1 (and provided that: (i) the Person who has made an Acquisition Proposal for making the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiaries; restriction; (cii) such Party Mylk has been, been and continues to be, be in compliance with its obligations under this Article 5 5; and (iii) Mylk notifies EATS in all material respectsaccordance with Section 5.2), then the Mylk Board may (directly or through its advisors or Representatives): (a) contact the Person making such Acquisition Proposal and its Representatives to clarify the terms and conditions of such Acquisition Proposal so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal; (db) prior to providing any such copiesif, accessin the opinion of the Mylk Board, acting in good faith and after receiving advice from its outside financial advisor and outside legal counsel, the Acquisition Proposal is, or disclosurecould reasonably be expected to lead to, a Superior Proposal: (i) furnish information with respect to Mylk and its Subsidiaries to the Person making such Party enters Acquisition Proposal and its Representatives; and/or (ii) consider such Acquisition Proposal and/or, participate and/or engage in discussions with the Person making such Acquisition Proposal and its Representatives; provided that (x) Mylk will not, and will not allow its Representatives to, disclose any non-public information with respect to Mylk or its Subsidiaries to such Person without entering into a confidentiality and standstill agreement with such Person, having terms not more favourable to such Person than the person or persons equivalent terms of this Agreement, and a correct and complete copy of such agreement will be provided to EATS before any such information is provided; and (y) EATS is promptly provided with a list and copies of all information provided to the Person making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other PartyEATS. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1, or any provision of this other agreement between the Parties or between the Corporation and any other Person, including the Confidentiality Agreement, if at any time following prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingRequired Shareholder Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCorporation receives a bona fide unsolicited written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 Corporation may (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives a) contact the Person who has made an making such Acquisition Proposal and its Representatives solely for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or books or and records of such Party the Corporation or any of its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if:, in the case of clause (b): (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors advisers and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) such Person making the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with such Party the Corporation or any of its Subsidiaries; (c) such Party the Corporation has been, and continues to be, in compliance in all material respects with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, or disclosure, such Party the Corporation enters into a confidentiality and standstill agreement with such Person that is on terms that are no less favourable to the person or persons making such Acquisition Proposal substantially Corporation than those found in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply (including with its disclosure obligations respect to the other Party hereunder standstill), and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously promptly be) provided to the other PartyPurchaser (by posting such information to the Data Room or otherwise); and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention prior to participate engaging in such or participating in discussions or negotiations with such Person regarding such Acquisition Proposal (excluding, for certainty, negotiations regarding the confidentiality agreement that do not relate to the terms and to provide such copies, access conditions of the Acquisition Proposal) or disclosure; (ii) prior to providing any such copies, access or disclosure, the Corporation promptly provides the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this Agreement, if If at any time following prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingRequired Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Company receives a Party receives an bona fide unsolicited written Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first Board determines in good faith, after consultation with its financial advisors and its outside legal counselcounsel and financial advisors, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal, the Company and its Representatives may engage in discussions and negotiation with such Person regarding such Acquisition Proposal, and may provide such Person with access to, or disclosure of, information, properties, facilities, books or records of the Company and its Subsidiaries, only if: (a) such Acquisition Proposal did not result from a breach by the Company of its obligations under this Section 4.13; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiaries;restriction; and (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (d) prior to providing any such copies, access, access or disclosure, such Party (i) the Company enters into a confidentiality and standstill agreement with such Person on terms no less favourable to the person or persons making Company and no more favourable to such Acquisition Proposal substantially in the same form as Person than the Confidentiality Agreement Agreement, and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and (ii) any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (been, or will simultaneously shall substantially concurrently be) , provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party Purchaser or its Subsidiaries provided to such other Person which was not previously provided to the other PartyRepresentatives. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party prohibit the Board or its board of directors the Company from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating making any disclosure to the provision Company Securityholders (a) if the Board, acting in good faith and upon the advice of outside legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board, or (b) as required by applicable Law, including in response to an Acquisition Proposal (including by responding to an Acquisition Proposal in a directors’ circular circular); provided that, notwithstanding that the Board or the Company shall be permitted to make such disclosure, neither the Board (nor any committee thereof) shall be permitted to make a Change in respect of Recommendation in response to an Acquisition Proposal other than as permitted by Section 5.4(1). Nothing contained in this Agreement shall prohibit the Company or the Board from calling and/or holding a shareholder meeting of its shareholders requisitions requisitioned by Shareholders in accordance with applicable Law; provided the ABCA or complying with any Order of a Governmental Entity that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular was not solicited, supported or other response before it is sent encouraged by the Party so complyingCompany or any of its Representatives.

Responding to an Acquisition Proposal. ‌ (1) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to, in the case of Engine GamingSKYE, the approval of the Engine Gaming SKYE Resolution by the Engine Gaming SKYE Shareholders, and, in the case of GameSquareEHT, the approval of the GameSquare EHT Arrangement Resolution by the GameSquare EHT Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors special committee of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon- disclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects;respects;‌‌ (d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;; and (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following time, prior to obtaining the date approval by Company Shareholders of this Agreement and prior to, in the case of Engine GamingArrangement Resolution, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives a written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party or the Company and its Subsidiaries to the person or persons making such Acquisition Proposalfor a period of not more than five Business Days, if if, and only if: (a) the board of directors of such Party Company Board first determines in good faith, after consultation with its financial advisors Financial Advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior ProposalProposal (provided that, for the purposes of this Section 5.3(1) only such Acquisition Proposal may be subject to a diligence condition for a period of not more than five Business Days and such Person’s satisfactory review of such information); (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party the Company or its Subsidiaries; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person having terms that are not less onerous than those set out in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyPurchaser; and (e) such Party the Company promptly provides the other Party Purchaser with: : (i) prior written notice stating such Partythe Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; , and the Company Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and (ii) the Company promptly provides the Purchaser with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained Notwithstanding any of the provisions of this Agreement (a) the Company Board has the right to respond, within the time and in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of the manner required by National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Company Board from calling and/or holding a meeting making any disclosure to the Company Shareholders if the Company Board, acting in good faith and upon the advice of its shareholders requisitions outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Company Board or such disclosure is otherwise required under Law; or (b) prior to the Company Meeting, the Company and the Company Board shall not be prohibited from making any disclosure to the Company Shareholders, if: (i) a Purchaser Material Adverse Effect has occurred and is continuing; and (ii) the Company Board has reasonably determined in accordance good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with the duties of the members of the Company Board, under applicable Law; provided and (c) prior to the Company Meeting, the Company and the Company Board shall not be prohibited from making a Change in Recommendation if: (i) a Purchaser Material Adverse Effect has occurred and is continuing; and (ii) the Company Board has reasonably determined in good faith after consultation with its outside legal counsel that the Party failure to do so complying shall provide the other Party would be inconsistent with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingits fiduciary duties.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following prior to obtaining the date approval by the Company Shareholders of this Agreement and prior to, in the case of Engine GamingArrangement Resolution, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Company receives a Party receives an bona fide written Acquisition Proposal that did not result from a any non-de minimis breach of this Section 5.1(1) or any breach of any other provision of Article 5 in any material respect, the Company may (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may a) provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons Person making such Acquisition Proposal and its representatives and (b) engage in or participate in discussions or negotiations with such Person and its representatives regarding such Acquisition Proposal, in each case, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes constitutes, or would reasonably be expected to constitute or lead to to, a Superior Proposal; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party the Company or any of its Subsidiaries; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (d) prior to providing any such copies, access, or disclosure, such Party enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (iic) prior to providing any such copies, access or disclosure, the Company (i) enters into a confidentiality and standstill agreement with such Person that contains provisions that are not less onerous as to such Person than those set out in the Confidentiality Agreement, (ii) provides the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(dthe preceding clause (i); and , and (iii) any material non-public information concerning provides to the Purchaser copies of, access to and disclosure of all such Party or its Subsidiaries provided information, properties, facilities, books and records to such other Person which was the extent it has not previously been provided to the other PartyPurchaser. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party the Board or its board of directors the Company from making disclosure to the Company Shareholders as and to the extent required by applicable securities Laws, including complying with a court order or section 2.17 of National Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal; provided, that (a) neither the Company nor the Board shall be permitted to recommend that the Company Shareholders tender or deposit any securities in connection with any take-over bid that is an Acquisition Proposal or from calling and/or holding effect a meeting of its shareholders requisitions Change in accordance Recommendation with applicable Law; provided respect thereto and (b) notwithstanding the foregoing, any action that the Party so complying would otherwise constitute a Change in Recommendation hereunder shall provide the other Party with constitute such a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingChange in Recommendation.

Responding to an Acquisition Proposal. (1a) Notwithstanding Section 16 and any other provision of this Agreement, if at any time following the date of this Agreement and prior toto obtaining the Vitran Required Vote, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party Vitran receives an unsolicited written Acquisition Proposal that did is not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if any confidentiality or standstill agreement between Vitran or any of the Vitran Subsidiaries and the Person making such Party or its Representatives Acquisition Proposal, Vitran may contact the Person who has made an making such Acquisition Proposal for the sole purpose of clarifying and its representatives to clarify the terms and conditions of such Acquisition Proposal and the likelihood of consummation so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to . If the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines Vitran thereafter determine in good faith, after consultation with its Vitran’s financial advisors and its outside legal counsel, that (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation and/or a financing condition) constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal;, then, following compliance with Section 17(b), Vitran may: (bi) furnish information with respect to Vitran and the person or persons Vitran Subsidiaries to the Person making such Acquisition Proposal was not restricted from Proposal; and (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal pursuant to an existing confidentialityProposal, standstillprovided that, nondisclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (ci) such Party Vitran has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; Sections 17 and 18 and (dii) prior Vitran will not, and will not allow its Representatives to, disclose any non-public information to providing any such copies, access, or disclosure, such Party enters Person without first entering into a confidentiality and standstill agreement with the person such Person on terms and conditions no less onerous or persons making more beneficial to such Acquisition Proposal substantially Person than those in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner otherwise containing terms and conditions that are customary for such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copiesagreements, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party Vitran promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, Purchaser with a true, complete and final executed copy of the such confidentiality and standstill agreement referred and Vitran promptly provides to in Section 5.3(1)(d); and (iii) Purchaser any material non-public information concerning such Party Vitran or its the Vitran Subsidiaries provided to such other Person which was not previously provided to the other PartyPurchaser. Any such confidentiality and standstill agreement may not include a provision calling for an exclusive right to negotiate with Vitran and may not restrict Vitran from complying with Sections 17 and 18. (2b) Vitran will, as soon as practicable and in any event within 24 hours of receipt by Vitran, notify Purchaser, first orally and then in writing, of any Acquisition Proposal which any director, senior officer or agent thereof is or becomes aware of, after the date hereof, any amendment to any such proposal or any request for non-public information relating to Vitran or the Vitran Subsidiaries (such notice to include a copy of any written Acquisition Proposal and the name of the Person submitting such Acquisition Proposal or making such inquiry, request or contact) and will keep Purchaser reasonably informed as to the status, including any changes to the material terms and conditions of such Acquisition Proposal and the negotiations relating thereto. (c) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent the directors of Vitran from responding in a Party manner that is consistent with and in accordance with the provisions of Section 16, or its board from making such disclosure as is necessary for the directors of directors from complying Vitran to act in a manner consistent with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of their fiduciary duties (including through a directors’ circular in respect of or otherwise as required by applicable Laws to an Acquisition Proposal that they determine is not a Superior Proposal). In addition, nothing in this Agreement shall be deemed to prohibit Vitran or the directors of Vitran from calling and/or holding (i) taking and disclosing to the Vitran Shareholders a meeting position contemplated by Rule 14d-9 or Rule 14e-2 under the U.S. Exchange Act or (ii) making any “stop-look-and-listen” communication to the Vitran Shareholders pursuant to Rule 14d-9(f) under the U.S. Exchange Act; provided that, in the case of a disclosure pursuant to clause (i) that is not a “stop-look-and-listen” or other similar communication contemplated by Rule 14d-9(f) under the U.S. Exchange Act, the directors of Vitran shall expressly reaffirm its shareholders requisitions recommendation of the Arrangement in such disclosure unless its approval or recommendation has been withdrawn, modified or qualified in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingSection 20.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following time, prior to obtaining the date approval by the Securityholders of this Agreement and prior to, in the case of Engine GamingArrangement Resolution, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives a written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: : (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; ; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing agreement containing confidentiality, standstill, nondisclosurenon-disclosure, useuse of information, business permitted purpose or similar restriction with such Party or its Subsidiaries; covenants; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (other than de minimis breaches); (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the an Acceptable Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner with such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Person and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyPurchaser; and and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a the Company promptly provides the Purchaser with true, complete and final executed copy of the confidentiality and standstill agreement Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement shall prohibit the Board from making disclosure to Securityholders as required by applicable Laws in response to an Acquisition Proposal (but, for certainty, subject including by responding to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of an Acquisition Proposal in a directors’ circular circular), provided that, notwithstanding that the Board or the Company shall be permitted to make such disclosure, neither the Board or any committee thereof shall be permitted to make a Change in respect of Recommendation in response to an Acquisition Proposal other than as permitted by Section 5.4(1). In addition, nothing contained in this Agreement shall prevent the Company or the Board from calling and/or and holding a meeting of its Shareholders requisitioned by such shareholders requisitions in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Law; provided Laws that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular was not solicited, supported or other response before it is sent encouraged by the Party so complyingCompany or any of its Representatives.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, to the approval by the Company Shareholders of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Board receives a Party receives an bona fide written Acquisition Proposal that did was not result from a breach of solicited after entering into this Article 5 (it being understood that a Party will not be Agreement in breach of this Article 5 if such Party or its Representatives contact Section 5.1 (and provided that: (i) the Person who has made an Acquisition Proposal for making the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiaries; restriction; (cii) such Party the Company has been, been and continues to be, be in compliance with its obligations under this Article 5 5; and (iii) the Company notifies the Purchaser Parent and the Purchaser in all material respectsaccordance with Section 5.2), then the Board may (directly or through its advisors or Representatives): (a) contact the person making such Acquisition Proposal and its Representatives to clarify the terms and conditions of such Acquisition Proposal so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal; (db) prior to providing any such copiesif, accessin the opinion of the Board, acting in good faith and after receiving advice from its outside financial advisor and outside legal counsel, the Acquisition Proposal is, or disclosurecould reasonably be expected to lead to, a Superior Proposal: (i) furnish information with respect to the Company and its Subsidiaries to the Person making such Party enters Acquisition Proposal and its Representatives; and/or (ii) consider such Acquisition Proposal and/or, participate and/or engage in discussions with the Person making such Acquisition Proposal and its Representatives; provided that (x) the Company will not, and will not allow its Representatives to, disclose any non-public information with respect to the Company to such Person without entering into a confidentiality and standstill agreement with such Person, having terms not more favourable to such Person than the person or persons equivalent terms of the Confidentiality Agreement, and a correct and complete copy of such agreement will be provided to Purchaser Parent and the Purchaser before any such information is provided; and (y) Purchaser Parent and Purchaser are promptly provided with a list and copies of all information provided to the Person making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other PartyPurchaser Parent and Purchaser. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following prior to obtaining the date approval by the Company Shareholders of this Agreement and prior to, in the case of Engine GamingArrangement Resolution, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives a written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 Company may (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives i) contact the Person who has made an making such Acquisition Proposal and its representatives solely for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party the Company or its Subsidiaries for a maximum of 10 calendar days after the day on which access or disclosure is first afforded to the person or persons Person making such the Acquisition Proposal, if and only if:if in the case of this clause (ii): (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party the Company or any of its Subsidiaries; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with such Person that contains a standstill provision that restricts such Person from acquiring, or publicly announcing an intention to acquire, any securities or assets of the person Company (other than pursuant to a Superior Proposal) for a period of not less than 12 months from the date of such Agreement (unless such Person is already a party to a confidentiality or persons making such Acquisition Proposal substantially in standstill agreement with the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Company) and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyPurchaser; and (e) such Party the Company promptly provides the other Party Purchaser with: (i) two Business Days prior written notice stating such Partythe Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;disclosure and that the Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1a) Notwithstanding any provision Section 5.1 but subject to compliance with the other provisions of this AgreementArticle 5, if at any time following the date of this Agreement and prior toto obtaining, in the case of Engine GamingAgnico, the approval of the Engine Gaming Resolution by the Engine Gaming ShareholdersAgnico Shareholder Approval, and, and in the case of GameSquareXxxxxxxx, the approval of the GameSquare Arrangement Resolution by the GameSquare ShareholdersXxxxxxxx Shareholder Approval, a such Party receives an a bona fide written Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach or section 2 of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal)Exclusivity Agreement, such Party and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (ai) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counseladvisors, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (bii) the person or persons Person making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (ciii) such Party has been, and continues to bebe at the time of taking any action permitted under this Section 5.3, in compliance with its obligations under this Article 5 in all material respects;and section 2 of the Exclusivity Agreement; and (div) prior to providing any such copies, access, or disclosure, disclosure or engaging or participating in any discussions or negotiations with such Person: (A) such Party enters into promptly delivers a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations written Notice to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s its intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; , which Notice shall include confirmation of the determination by such Party's board of directors that such Acquisition Proposal constitutes or could reasonably be expected to constitute a Superior Proposal; (iiB) prior to providing any such copies, access or disclosure, Party enters into an Acceptable Confidentiality Agreement with such Person and a true, complete and final executed copy of such agreement is provided to the confidentiality other Party; and standstill agreement referred to in Section 5.3(1)(d); and (iiiC) any material non-public information concerning such Party copies, access or its Subsidiaries disclosure provided to such other Person which was not previously shall have already been (or shall simultaneously be) provided to the other Party. (2b) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent prohibit a Party or its board of directors from complying with making any disclosure to its security holders if its board of directors, acting in good faith and upon the advice of outside legal advisors, first determines that such disclosure is required by Law or an order of a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Lawcompetent jurisdiction; provided that the that: (i) such Party so complying shall provide the other Party and its external legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this Section 5.3(b) and shall give reasonable consideration to such circular comments; and (ii) notwithstanding the foregoing, such Party's board of directors shall not be permitted to make a Agnico Change in Recommendation or Xxxxxxxx Change in Recommendation, as applicable, other response before it is sent than as permitted by the Party so complyingSection 5.4.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, to the approval by Cxxxxx Shareholders and Cxxxxx Optionholders of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Cxxxxx Board receives a Party receives an bona fide written Acquisition Proposal that did was not result from a breach of solicited after entering into this Article 5 (it being understood that a Party will not be Agreement in breach of this Article 5 if such Party or its Representatives contact Section 5.1 (and provided that: (i) the Person who has made an Acquisition Proposal for making the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiaries; restriction; (cii) such Party Cxxxxx has been, been and continues to be, be in compliance with its obligations under this Article 5 5; and (iii) Cxxxxx notifies Starcore in all material respectsaccordance with Section 5.2), then the Cxxxxx Board may (directly or through its advisors or Representatives): (a) contact the Person making such Acquisition Proposal and its Representatives to clarify the terms and conditions of such Acquisition Proposal so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal; (db) prior to providing any such copiesif, accessin the opinion of the Cxxxxx Board, acting in good faith and after receiving advice from its outside financial advisor and outside legal counsel, the Acquisition Proposal is, or disclosurecould reasonably be expected to lead to, a Superior Proposal: (i) furnish information with respect to Cxxxxx and its Subsidiaries to the Person making such Party enters Acquisition Proposal and its Representatives; and/or (ii) consider such Acquisition Proposal and/or, participate and/or engage in discussions with the Person making such Acquisition Proposal and its Representatives; provided that (x) Cxxxxx will not, and will not allow its Representatives to, disclose any non-public information with respect to Cxxxxx or its Subsidiaries to such Person without entering into a confidentiality and standstill agreement with such Person, having terms not more favourable to such Person than the person or persons equivalent terms of the Confidentiality Agreement, and a correct and complete copy of such agreement will be provided to Starcore before any such information is provided; and (y) Starcore is promptly provided with a list and copies of all information provided to the Person making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other PartyStarcore. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. ‌ (1a) Notwithstanding any provision Section 5.1 but subject to compliance with the other provisions of this AgreementArticle 5, if at any time following the date of this Agreement and prior toto obtaining, in the case of Engine GamingAgnico, the approval of the Engine Gaming Resolution by the Engine Gaming ShareholdersAgnico Shareholder Approval, and, and in the case of GameSquareXxxxxxxx, the approval of the GameSquare Arrangement Resolution by the GameSquare ShareholdersXxxxxxxx Shareholder Approval, a such Party receives an a bona fide written Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach or section 2 of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal)Exclusivity Agreement, such Party and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (ai) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counseladvisors, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (bii) the person or persons Person making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (ciii) such Party has been, and continues to bebe at the time of taking any action permitted under this Section 5.3, in compliance with its obligations under this Article 5 in all material respects;and section 2 of the Exclusivity Agreement; and (div) prior to providing any such copies, access, or disclosure, disclosure or engaging or participating in any discussions or negotiations with such Person: (A) such Party enters into promptly delivers a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations written Notice to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s its intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; , which Notice shall include confirmation of the determination by such Party’s boardof directors that such Acquisition Proposal constitutes or could reasonably be expected to constitute a Superior Proposal; (iiB) prior to providing any such copies, access or disclosure, Party enters into an Acceptable Confidentiality Agreement with such Person and a true, complete and final executed copy of such agreement is provided to the confidentiality other Party; and standstill agreement referred to in Section 5.3(1)(d); and (iiiC) any material non-public information concerning such Party copies, access or its Subsidiaries disclosure provided to such other Person which was not previously shall have already been (or shall simultaneously be) provided to the other Party. (2b) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent prohibit a Party or its board of directors from complying with making any disclosure to its security holders if its board of directors, acting in good faith and upon the advice of outside legal advisors, first determines that such disclosure is required by Law or an order of a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Lawcompetent jurisdiction; provided that the that: (i) such Party so complying shall provide the other Party and its external legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this Section 5.3(b) and shall give reasonable consideration to such circular comments; and (ii) notwithstanding the foregoing, such Party’s board of directors shall not be permitted to make a Agnico Change in Recommendation or Xxxxxxxx Change in Recommendation, as applicable, other response before it is sent than as permitted by the Party so complyingSection 5.4.

Responding to an Acquisition Proposal. (1a) Notwithstanding any provision Section 5.1 but subject to compliance with the other provisions of this AgreementArticle 5, if at any time following the date of this Agreement and prior toto obtaining, in the case of Engine GamingAgnico, the approval of the Engine Gaming Resolution by the Engine Gaming ShareholdersAgnico Shareholder Approval, and, and in the case of GameSquareKxxxxxxx, the approval of the GameSquare Arrangement Resolution by the GameSquare ShareholdersKxxxxxxx Shareholder Approval, a such Party receives an a bona fide written Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach or section 2 of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal)Exclusivity Agreement, such Party and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (ai) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counseladvisors, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (bii) the person or persons Person making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party or its Subsidiaries; (ciii) such Party has been, and continues to bebe at the time of taking any action permitted under this Section 5.3, in compliance with its obligations under this Article 5 in all material respects;and section 2 of the Exclusivity Agreement; and (div) prior to providing any such copies, access, or disclosure, disclosure or engaging or participating in any discussions or negotiations with such Person: (A) such Party enters into promptly delivers a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations written Notice to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s its intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; , which Notice shall include confirmation of the determination by such Party’s board of directors that such Acquisition Proposal constitutes or could reasonably be expected to constitute a Superior Proposal; (iiB) prior to providing any such copies, access or disclosure, Party enters into an Acceptable Confidentiality Agreement with such Person and a true, complete and final executed copy of such agreement is provided to the confidentiality other Party; and standstill agreement referred to in Section 5.3(1)(d); and (iiiC) any material non-public information concerning such Party copies, access or its Subsidiaries disclosure provided to such other Person which was not previously shall have already been (or shall simultaneously be) provided to the other Party. (2b) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent prohibit a Party or its board of directors from complying with making any disclosure to its security holders if its board of directors, acting in good faith and upon the advice of outside legal advisors, first determines that such disclosure is required by Law or an order of a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Lawcompetent jurisdiction; provided that the that: (i) such Party so complying shall provide the other Party and its external legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this Section 5.3(b) and shall give reasonable consideration to such circular comments; and (ii) notwithstanding the foregoing, such Party’s board of directors shall not be permitted to make a Agnico Change in Recommendation or Kxxxxxxx Change in Recommendation, as applicable, other response before it is sent than as permitted by the Party so complyingSection 5.4.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following the date of this Agreement and prior to, in the case of Engine Gaming, to the approval by Cangold Shareholders of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Cangold Board receives a Party receives an bona fide written Acquisition Proposal that did was not result from a breach of solicited after entering into this Article 5 (it being understood that a Party will not be Agreement in breach of this Article 5 if such Party or its Representatives contact Section 5.1 (and provided that: (i) the Person who has made an Acquisition Proposal for making the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if: (a) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiaries; restriction; (cii) such Party Cangold has been, been and continues to be, be in compliance with its obligations under this Article 5 5; and (iii) Cangold notifies Great Panther in all material respectsaccordance with Section 5.2), then the Cangold Board may (directly or through its advisors or Representatives): (a) contact the Person making such Acquisition Proposal and its Representatives to clarify the terms and conditions of such Acquisition Proposal so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal; (db) prior to providing any such copiesif, accessin the opinion of the Cangold Board, acting in good faith and after receiving advice from its outside financial advisor and outside legal counsel, the Acquisition Proposal is, or disclosurecould reasonably be expected to lead to, a Superior Proposal: (i) furnish information with respect to Cangold and its Subsidiaries to the Person making such Party enters Acquisition Proposal and its Representatives; and/or (ii) consider such Acquisition Proposal and/or, participate and/or engage in discussions with the Person making such Acquisition Proposal and its Representatives; provided that (i) Cangold will not, and will not allow its Representatives to, disclose any non-public information with respect to Cangold or its Subsidiaries to such Person without entering into a confidentiality and standstill agreement with such Person, having terms not more favourable to such Person than the person or persons equivalent terms of the Confidentiality Agreement, and a correct and complete copy of such agreement will be provided to Great Panther before any such information is provided; and (ii) Great Panther is promptly provided with a list and copies of all information provided to the Person making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other PartyGreat Panther. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1a) Notwithstanding any provision of this AgreementSection 7.1 and Section 7.2, if at any time following time, Meta receives a written Acquisition Proposal prior to obtaining the date of this Agreement and Meta Securityholder Approval or RTO Acquiror receives a bona fide written Acquisition Proposal from an arm’s length third party prior to, in to obtaining the case of Engine GamingRTO Acquiror Shareholder Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an receiving such written Acquisition Proposal that did not result (referred to from a breach of time to time in this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact 7 as the Person who has made an Acquisition “Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Party”) may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party or itself and its Subsidiaries to the person or persons making such Acquisition Proposalsubsidiaries, if and only if: (ai) the its board of directors of such Party first determines in good faith, after consultation with based on the advice of its financial advisors and its outside legal counsel, that such Acquisition Proposal is bona fide and constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, and, based on the advice of its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (bii) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill confidentiality, standstill, nondisclosure, usenon-disclosure, business purpose purpose, use or similar restriction with such Party or its Subsidiariesagreement; (ciii) such Party it has been, and continues to be, in compliance with its obligations under this Article 5 in all material respectsSection 7.1 through Section 7.4, and such Acquisition Proposal was unsolicited and did not otherwise result from a breach of Section 7.1 or Section 7.2; (div) prior to providing any such copies, access, or disclosure, such Party it enters into a confidentiality and standstill agreement with such Person having terms at least as favorable to the person or persons making such Acquisition Proposal substantially in the same form Party as the Confidentiality Agreement and which will not contain (an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party“Acceptable Confidentiality Agreement”); and (ev) it promptly provides RTO Acquiror (in the case where Meta is the Proposal Party), or Meta (in the case where RTO Acquiror is the Proposal Party) (such Party promptly provides being referred to in this Article 7 from time to time as the other Party “Other Party”) with: A. two (i2) Business Days prior written notice stating such Party’s its intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;, together with a copy of written advice from its outside counsel that the failure to engage in such discussions or negotiations would be inconsistent with the fiduciary duties of the board of directors of the Proposal Party; and (ii) B. prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement Acceptable Confidentiality Agreement referred to in Section 5.3(1)(dSubsection 7.3(a)(iv); , and (iiivi) it may only provide copies of, or disclosure of confidential information, properties, facilities, books or records of it or its subsidiaries to such Person and its Representatives in connection with an Acquisition Proposal for a maximum period of seven (7) days; provided, that the Proposal Party shall not, and shall not allow its Representatives to, disclose any material non-public information concerning such Party with respect to it or any of its Subsidiaries provided to such other Person which was if such non- public information has not been previously provided to to, or is not concurrently provided to, the other Other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 3.1, if at any time following time, prior to obtaining the date of this Agreement and prior to, in the case of Engine GamingRequired Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareVendor receives an unsolicited written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Vendor may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party or its Subsidiaries relating to the person or persons making such Acquisition ProposalVendor, the Corporation and/or the Target Corporations in its possession, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party the Vendor or its Subsidiariesthe Target Corporations; (c) such Party has beenthe Acquisition Proposal did not arise, and continues to bedirectly or indirectly, in compliance with its obligations under as a result of a violation by the Vendor of this Article 5 in all material respects3; (d) prior to providing any such copies, access, or disclosure, such Party the Vendor enters into a confidentiality and standstill agreement with the person or persons making such Person on customary terms, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations confidentially to the other Party hereunder and any such copiesBoard that constitutes, access or disclosure provided could reasonably be expected to the person constitute or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Partylead to, a Superior Proposal; and (e) such Party the Vendor promptly provides the other Party Purchaser with:; (i) prior written notice stating such Partythe Vendor’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosuredisclosure or engaging or partaking in any such discussions or negotiations, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d3.3(l)(d); and (iii) any material non-public information concerning such Party the Vendor or its Subsidiaries the Target Corporations provided to such other Person which was not previously provided to the other PartyPurchaser. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) Schedule shall prevent a Party or its board of directors the Board from complying with a court order or section Section 2.17 of National Instrument 62-104 – — Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingcircular.

Responding to an Acquisition Proposal. (1i) Notwithstanding any provision of this AgreementSection 12(a), if at any time following the date of this Agreement and prior toto obtaining the Lucid Shareholder Approval, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Xxxxx receives a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such bona fide written Acquisition Proposal), such Party and its Representatives Xxxxx may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party Lucid or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (aA) the board of directors of such Party Lucid Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (bB) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesrestriction; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (dC) prior to providing any such copies, access, or disclosure, such Party Xxxxx enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person having terms that are not less onerous than those set out in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) are concurrently provided to the other PartyFSD; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (iiD) prior to providing any such copies, access or disclosure, Lucid provides FSD with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(dSubsection 12(c)(i)(C); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2ii) Nothing contained in this Agreement (but, for certainty, subject Section 12 shall prohibit the Lucid Board from making disclosure to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws Lucid Shareholders as required by Applicable Law relating to the provision of a directors’ ' circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingProposal.

Responding to an Acquisition Proposal. (1a) Notwithstanding any provision of this AgreementSection 5.1, if at any time following time, prior to obtaining the date approval by the Company Shareholders of this Agreement and prior to, in the case of Engine GamingArrangement Resolution, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives a bona fide written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide such Person copies of, access to or disclosure of information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (ai) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (bii) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesrestriction; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (diii) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person having terms that are not less onerous than those set out in the same form as the Confidentiality Agreement LOI (unless such Person is already party to a confidentiality and which will not contain an exclusivity provision or other term which would restrict in any manner standstill agreement on such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder terms) and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously shall reasonably promptly be) provided to the other PartyPurchaser; (iv) the Company did not breach or is not in breach of Section 5.1; and (ev) such Party the Company promptly provides the other Party Purchaser with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d5.3(a)(iii); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2b) Nothing contained in this Agreement (butArticle 5 shall prohibit the Board from making disclosure to Company Shareholders as required by applicable Law, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from including complying with a court order or section 2.17 of National Instrument 62-104 – - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingProposal.

Responding to an Acquisition Proposal. (1) Notwithstanding Section 5.1 or any provision of this other agreement between the Parties (including the Confidentiality Agreement), if at any time following prior to obtaining the date Required Approval, the Company receives a written Acquisition Proposal (which has not be solicited in violation of this Agreement and prior to, in the case of Engine GamingAgreement), the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosurenon-disclosure, use, business purpose or similar restriction with such Party the Company or any of its Subsidiaries; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects5; (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal Person substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyPurchaser; and (e) such Party the Company promptly provides the other Party Purchaser with: (i) one Business Day’s prior written notice stating such Partythe Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;disclosure and that the Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and (ii) prior to participating in such discussions or negotiations and providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) Article 5 shall prevent a Party or its board of directors the Board from complying with a court order or section Section 2.17 of National Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingProposal.

Responding to an Acquisition Proposal. (1i) Notwithstanding any provision of this AgreementSection 12(a), if at any time following the date of this Agreement and prior toto obtaining the Lucid Shareholder Approval, in the case of Engine Gaming, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, Lucid receives a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such bona fide written Acquisition Proposal), such Party and its Representatives Lucid may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party Lucid or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (aA) the board of directors of such Party Lucid Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (bB) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesrestriction; (c) such Party has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects; (dC) prior to providing any such copies, access, or disclosure, such Party Lucid enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially Person having terms that are not less onerous than those set out in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) are concurrently provided to the other PartyFSD; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (iiD) prior to providing any such copies, access or disclosure, Lucid provides FSD with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(dSubsection 12(c)(i)(C); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2ii) Nothing contained in this Agreement (but, for certainty, subject Section 12 shall prohibit the Lucid Board from making disclosure to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws Lucid Shareholders as required by Applicable Law relating to the provision of a directors’ ' circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complyingProposal.

Responding to an Acquisition Proposal. (1a) Notwithstanding any provision of this AgreementSection 7.1 and Section 7.2, if at any time following time, Meta receives a written Acquisition Proposal prior to obtaining the date of this Agreement and Meta Securityholder Approval or RTO Acquiror receives a bona fide written Acquisition Proposal from an arm’s length third party prior to, in to obtaining the case of Engine GamingRTO Acquiror Shareholder Approval, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an receiving such written Acquisition Proposal that did not result (referred to from a breach of time to time in this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact 7 as the Person who has made an Acquisition “Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Party”) may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party or itself and its Subsidiaries to the person or persons making such Acquisition Proposalsubsidiaries, if and only if: (ai) the its board of directors of such Party first determines in good faith, after consultation with based on the advice of its financial advisors and its outside legal counsel, that such Acquisition Proposal is bona fide and constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, and, based on the advice of its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (bii) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill confidentiality, standstill, nondisclosure, usenon-disclosure, business purpose purpose, use or similar restriction with such Party or its Subsidiariesagreement; (ciii) such Party it has been, and continues to be, in compliance with its obligations under this Article 5 in all material respectsSection 7.1 through Section 7.4, and such Acquisition Proposal was unsolicited and did not otherwise result from a breach of Section 7.1 or Section 7.2; (div) prior to providing any such copies, access, or disclosure, such Party it enters into a confidentiality and standstill agreement with such Person having terms at least as favorable to the person or persons making such Acquisition Proposal substantially in the same form Party as the Confidentiality Agreement and which will not contain (an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party“Acceptable Confidentiality Agreement”); and (ev) it promptly provides RTO Acquiror (in the case where Meta is the Proposal Party), or Meta (in the case where RTO Acquiror is the Proposal Party) (such Party promptly provides being referred to in this Article 7 from time to time as the other Party “Other Party”) with: A. two (i2) Business Days prior written notice stating such Party’s its intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;, together with a copy of written advice from its outside counsel that the failure to engage in such discussions or negotiations would be inconsistent with the fiduciary duties of the board of directors of the Proposal Party; and (ii) B. prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement Acceptable Confidentiality Agreement referred to in Section 5.3(1)(dSubsection 7.3(a)(iv); , and (iiivi) it may only provide copies of, or disclosure of confidential information, properties, facilities, books or records of it or its subsidiaries to such Person and its Representatives in connection with an Acquisition Proposal for a maximum period of seven (7) days; provided, that the Proposal Party shall not, and shall not allow its Representatives to, disclose any material non-public information concerning such Party with respect to it or any of its Subsidiaries provided to such other Person which was if such non-public information has not been previously provided to to, or is not concurrently provided to, the other Other Party. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1, if at any time following time, prior to obtaining the date approval by the Securityholders of this Agreement and prior to, in the case of Engine GamingArrangement Resolution, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquareCompany receives a written Acquisition Proposal, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of such Party the Company or its Subsidiaries to the person or persons making such Acquisition ProposalSubsidiaries, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an existing agreement containing confidentiality, standstill, nondisclosurenon-disclosure, useuse of information, business permitted purpose or similar restriction with such Party or its Subsidiariescovenants; (c) such Party the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects(other than de minimis breaches); (d) prior to providing any such copies, access, or disclosure, such Party the Company enters into a confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the an Acceptable Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner with such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder Person and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal Person shall have already been (or will simultaneously be) provided to the other PartyPurchaser; and (e) such Party promptly provides the other Party with: (i) written notice stating such Party’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing any such copies, access or disclosure, a the Company promptly provides the Purchaser with true, complete and final executed copy of the confidentiality and standstill agreement Acceptable Confidentiality Agreement referred to in Section 5.3(1)(d); and (iii) any material non-public information concerning such Party or its Subsidiaries provided to such other Person which was not previously provided to the other Party. (2) Nothing contained in this Agreement shall prohibit the Board from making disclosure to Securityholders as required by applicable Laws in response to an Acquisition Proposal (but, for certainty, subject including by responding to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of an Acquisition Proposal in a directors’ circular circular), provided that, notwithstanding that the Board or the Company shall be permitted to make such disclosure, neither the Board or any committee thereof shall be permitted to make a Change in respect of Recommendation in response to an Acquisition Proposal other than as permitted by Section 5.4(1). In addition, nothing contained in this Agreement shall prevent the Company or the Board from calling and/or and holding a meeting of its Shareholders requisitioned by such shareholders requisitions in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Law; provided Laws that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular was not solicited, supported or other response before it is sent encouraged by the Party so complyingCompany or any of its Representatives.

Responding to an Acquisition Proposal. (1) Notwithstanding any provision of this AgreementSection 5.1(1), if at any time following the date of this Agreement and prior to, in to obtaining the case of Engine GamingRequired Shareholder Approval at the Meeting the Corporation receives an unsolicited Acquisition Proposal, the approval of the Engine Gaming Resolution by the Engine Gaming Shareholders, and, in the case of GameSquare, the approval of the GameSquare Arrangement Resolution by the GameSquare Shareholders, a Party receives an Acquisition Proposal that did not result from a breach of this Article 5 (it being understood that a Party will not be in breach of this Article 5 if such Party or its Representatives contact the Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives Corporation may engage in or participate in discussions or negotiations with the relevant Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, disclosure relating to the properties, facilities, books or and records of such Party the Corporation or any of its Subsidiaries to the person Subsidiaries, Joint Ventures or persons making such Acquisition ProposalInvestments, if and only if: (a) the board of directors of such Party Board first determines in good faith, after consultation with its financial advisors and its outside legal counseladvisors, that such Acquisition Proposal constitutes or would could reasonably be expected to constitute or lead to a Superior Proposal; (b) the person or persons making such Acquisition Proposal Person was not restricted from making such Acquisition Proposal pursuant to an any existing confidentiality, standstill, nondisclosure, use, business purpose standstill or similar restriction with such Party or its Subsidiariesto which the Corporation is party; (c) such Party Acquisition Proposal did not arise, directly or indirectly, as a result of a violation by the Corporation directly or indirectly through its Subsidiaries or Joint Ventures or their respective Representatives of this Article 5 in any material respect, and the Corporation has been, been and continues to be, be in compliance with its obligations under this Article 5 5, in all material respects; (d) prior to providing any such copies, access, or disclosure, such Party the Corporation enters into a customary confidentiality and standstill agreement with the person or persons making such Acquisition Proposal substantially in the same form as the Confidentiality Agreement and which will not contain an exclusivity provision or other term which would restrict in any manner such Party’s ability to consummate the transactions hereunder or to comply with its disclosure obligations to the other Party hereunder and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal shall have already been (or will simultaneously be) provided to the other Party; andPerson; (e) such Party promptly provides the other Party with: Corporation has provided the Purchaser with (i) written notice stating such Partythe Corporation’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; ; and (ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred refereed to in Section 5.3(1)(d)) above; and (iiif) the Corporation promptly provides the Purchaser with any substantive or material non-non- public information concerning such Party or the Corporation, its Subsidiaries Subsidiaries, Joint Ventures and Investments provided to such other Person which was not previously provided to the other PartyPurchaser. (2) Nothing contained in this Agreement (but, for certainty, subject to Section 7.2) shall prevent a Party or its board of directors from complying with a court order or section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its shareholders requisitions in accordance with applicable Law; provided that the Party so complying shall provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.