Exhibit
4.10


 


FORM
51-102F3


MATERIAL
CHANGE REPORT


 


	Item
    1.	Name
    and Address of Company


 


Engine
Media Holdings, Inc.


 3000
- 77 King Street West


 P.O.
Box 95, TD Centre North Tower


 Toronto,
Ontario M5K 1G8


 


	Item
    2. 	Date
    of Material Change


 


February
26, 2021


 


	Item
    3. 	News
    Release


 


A
news release was disseminated on February 26, 2021 through the facilities of CNW Group and subsequently filed on the System for
Electronic Document Analysis and Retrieval (www.sedar.com).


 


	Item
    4. 	Summary
    of Material Change


 


Engine
Media Holdings, Inc. (TSXV: GAME; OTCQB: MLLLF) (“Engine Media” or the “Company”) closed
the previously announced private placement of 2,000,000 units (the “Units”) for gross proceeds of US$15,000,000
at a price of US$7.50 per Unit (the “Offering”).


 


In
connection with the Offering, certain directors and officers of the Company (the “Insiders”) acquired 35,832
Units. The participation of Insiders in the Offering constitutes a “related party transaction”, as such terms are
defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI
61-101”). The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis
of the securities of the Company not being listed on specified markets, including the Toronto Stock Exchange, the New York Stock
Exchange, the American Stock Exchange, the NASDAQ or certain overseas stock exchanges. The Company is also relying on the exemption
from minority shareholder approval requirements under MI 61-101 as the fair market value of the participation in the Offering
by the Insiders does not exceed 25% of the market capitalization of the Company.


 


In
addition, further to the Company’s January 26, 2021 press release, EB Acquisition Company, LLC has converted its US$5 million
secured loan into a US$5 million secured convertible debenture (the “Convertible Debenture”) which is convertible
into units of the Company at a conversion price of US$10.25 per Unit, with a term of three years.


 


	Item
    5. 	Full
    Description of Material Change


 


5.1
Full Description of Material Change


 


See
Schedule “A” attached hereto.


 




    	 



    	Page 2



    

 


5.2
Disclosure for Restructuring Transactions


 


Not
applicable.


 


	Item
    6.	Reliance
    on subsection 7.1(2) of National Instrument 51-102


 


The
report is not being filed on a confidential basis.


 


	Item
    7. 	Omitted
    Information


 


No
significant facts have been omitted from this report.


 


	Item
    8. 	Executive
    Officer


 


The
following officer of the Company may be contacted for further information:


 


	 	Michael
                                         Munoz

        Chief
        Financial Officer

        212-
        931-1200

        mmunoz@franklymedia.com



 


	Item
    9.	Date
    of Report


 


This
report is dated this 1st day of March, 2021.


 




    	 



    	 



    

 


SCHEDULE
“A”


 





 


Engine
Media Announces Closing of $15 Million Private Placement


 


TORONTO,
Feb. 26, 2021 /CNW/ — Engine Media Holdings, Inc. (TSXV: GAME; OTCQB: MLLLF) (“Engine Media” or the “Company”)
announces that is has closed the previously announced private placement of 2,000,000 units (the “Units”) for gross
proceeds of US$15,000,000 at a price of US$7.50 per Unit (the “Offering”). Each Unit consists of one common share
of the Company and one-half of one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder
to acquire one additional share of the Company at a price of US$15.00 per share for a period of 3 years provided that: (i) if
the common shares are listed for trading on NASDAQ, (ii) the Company completes an offering of securities under a short form prospectus
for an aggregate amount of at least US$30,000,000, and (iii) the closing price of the common shares on NASDAQ is US$30.00 or greater
for a period of 15 consecutive trading days, then the Company may accelerate the expiry date of the Warrants to the 30th
day after the date written notice is provided to the holders.


 


The
Company paid cash commissions to eligible finders under the Offering totaling $229,506.08 and also issued the following securities
as partial payment of commissions to finders: 13,966 Units; and, 44,567 finders warrants, with each finder warrant exercisable
into a common share at an exercise price of US$15.00 per share for 3 years subject to the same acceleration terms described above.


 


All
securities issued under the Offering are subject to a hold period of four months and one day from the closing.


 


Related
Party Transaction


 


In
connection with the Offering, certain directors and officers of the Company (the “Insiders”) acquired 60,811 Units.
The participation of Insiders in the Offering constitutes a “related party transaction”, as such terms are defined
by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis of the securities
of the Company not being listed on specified markets, including the Toronto Stock Exchange, the New York Stock Exchange, the American
Stock Exchange, the NASDAQ or certain overseas stock exchanges. The Company is also relying on the exemption from minority shareholder
approval requirements under MI 61-101 as the fair market value of the participation in the Offering by the Insiders does not exceed
25% of the market capitalization of the Company.


 




    	 



    	Page A2



    

 


EB
Convertible Debenture


 


Further
to the Company’s January 26, 2021 press release, EB Acquisition Company, LLC has converted its US$5 million secured loan
into a US$5 million secured convertible debenture (the “Convertible Debenture”) which is convertible into units of
the Company at a conversion price of US$10.25 per unit, with each unit comprised of one common share and one-half of a warrant,
with each whole warrant exercisable into a common share at an exercise price of US$15.00 per share for a period of three years
from the issuance of the Convertible Debenture. The Convertible Debenture has a term of three years.


 


This
press release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing
securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”)
or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable
exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of
an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.


 


This
news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
Securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications
under the securities laws of any such jurisdiction.


 


About
Engine Media Holdings, Inc.


 


Engine
Media Holdings Inc. is traded publicly under the ticker symbol (TSX-V: GAME) (OTCQB: MLLLF). The organization is focused on developing
premium consumer experiences and unparalleled technology and content solutions for partners in the esports, news and gaming industry.
The company’s subsidiaries include Stream Hatchet; the global leader in gaming video distribution analytics; Eden Games,
a premium video game developer and publisher with numerous console and mobile gaming franchises; WinView Games, an industry
innovator in audience second screen play-along gaming during live events; UMG, an end-to-end competitive esports platform enabling
the professional and amateur esport community with tournaments, matches and award nominating content; and Frankly Media, a digital
publishing platform empowering broadcasters to create, distribute and monetize content across all channels. Engine Media generates
revenue through a combination of direct-to-consumer and subscription fees; streaming technology and data SaaS-based offerings;
programmatic advertising and sponsorships. To date, the combined companies’ clients have included more than 1,200 television,
print and radio brands, dozens of gaming and technology companies, and have connectivity into hundreds of millions of homes around
the world through their content, distribution and technology services.


 


Cautionary
Statement on Forward-Looking Information


 


This
news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of Engine Media to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does
not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does
not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events
or results “may”, “could”, “would”, “might” or “will” be taken, occur
or be achieved.


 


The
forward-looking statements and information in this press release include, financial, operational and other projections and outlooks,
and expectations. Such statements and information reflect the current view of Engine Media. By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause Engine Media’s actual results, performance
or achievements or other future events, to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such factors include: expectations regarding existing products and plans to develop,
implement or adopt new technology or products; expectations regarding the successful integration of recent acquisitions of WinView,
Inc. and Frankly Inc.; the expectation of obtaining new customers for the Company’s products and services; requirements
for additional capital and future financing options; and, those factors discussed in the Company’s continuous disclosure
documents filed with the Canadian Securities Administrators, which may be viewed at www.sedar.com.


 




    	 



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Should
one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information
or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated,
believed, estimated or expected. Engine Media cautions that the foregoing list of material factors is not exhaustive. When relying
on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events.


 


Engine
Media has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements
and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is
subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
The forward-looking information contained in this press release represents the expectations of Engine Media as of the date of
this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward
looking information and should not rely upon this information as of any other date. While Engine Media may elect to do so, Engine
Media does not undertake to update this information at any particular time except as required in accordance with applicable laws.


 


Neither
the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.