Exhibit
99.3

















Enthusiast
Gaming Holdings Inc.

Management
Discussion and Analysis

For
the Year Ended December 31, 2021








MANAGEMENT'S
DISCUSSION AND ANALYSIS



The
following discussion and analysis is management’s assessment of the results and financial condition of Enthusiast Gaming
Holdings Inc. (the “Company” or “Enthusiast Gaming”). The following information should be read in conjunction
with the Company's audited consolidated financial statements for the years ended December 31, 2021, and 2020 and accompanying
notes, all of which are available on Enthusiast Gaming's issuer profile on SEDAR at www.sedar.com and in the United States
on EDGAR at www.sec.gov/edgar.



The
date of this management’s discussion and analysis (“MD&A”) is March 28, 2022. Unless otherwise indicated,
all financial data in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations
Committee. This MD&A has been prepared pursuant to the disclosure requirements under National Instrument 51-102 – Continuous
Disclosure Obligations of the Canadian Securities Administrators. Under the United States / Canada Multijurisdictional Disclosure
System, the Company is permitted to prepare the MD&A in accordance with the Canadian disclosure requirements which may differ
from United States disclosure requirements. All dollar amounts are stated in Canadian Dollars unless otherwise indicated.



CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION



This
MD&A contains "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking
information"). Such forward-looking information involves known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking information. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider
such forward-looking statements in light of the risks set forth below and as detailed under “risks and uncertainties”
in this MD&A.



Although
the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially
from those described in forward-looking information, there may be other factors that cause actions, events or results to differ
from those anticipated, estimated or intended. Forward-looking information contained herein is given as of the date of this MD&A
and the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future
events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking information
will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking information.



NON-GAAP
MEASURES



There
are measures included in this MD&A that do not have a standardized meaning under generally accepted accounting principles
(GAAP) and therefore may not be comparable to similarly titled measures and metrics presented by other issuers and should not
be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. In particular, “working
capital” is a non-GAAP measure. Enthusiast Gaming includes this measure because it believes certain investors use this measure
and metric as a means of assessing financial performance and that such measure highlights trends in the Company's financial performance
that may not otherwise be apparent when one relies solely on GAAP measures.



The
non-GAAP measure presented in the MD&A is “working capital”, which refers to current assets minus current liabilities.



Non-GAAP
measures should not be considered in isolation or as a substitute for revenue, net income, cash flows generated by operating,
investing or financing activities, or other financial statement data presented in accordance with GAAP, and may not be comparable
to similarly titled measures used by other companies.





2







Enthusiast
Gaming Holdings Inc.

Management
Discussion and Analysis

For
the Year Ended December 31, 2021








DESCRIPTION
OF ENTHUSIAST GAMING HOLDINGS INC.



Enthusiast
Gaming is building the largest media platform for video game and esports fans to connect and engage worldwide. Through its proprietary
mix of digital media and entertainment assets, Enthusiast Gaming has built a vast network of like-minded communities to deliver
the ultimate fan experience. This vertically integrated media platform engages a diverse, youthful and affluent audience who are
watching, reading and consuming gaming content. Over 70%1 of Enthusiast Gaming’s audience is comprised of Gen
Zs and Millennials who rely on the Enthusiast Gaming platform to learn, engage, communicate, create, and share gaming related
content.



Between
its online digital media properties, its network of partner websites and video channels, its library of web and mobile casual
games, its video gaming expo, and its esports organization (Luminosity Gaming Inc., “Luminosity Gaming” or “Luminosity”),
the Company engages approximately 300 million gaming enthusiasts worldwide monthly.



Enthusiast
Gaming was incorporated under the Business Corporation Act (British Columbia) on June 27, 2018. The Company is a publicly
traded company listed on the Toronto Stock Exchange (“TSX”) and Nasdaq Global Select Market (“Nasdaq”)
under the symbol "EGLX". The Company commenced trading on the TSX on January 27, 2020, following a graduation from the
TSX Venture Exchange (the “TSXV”). The Company commenced trading on Nasdaq on April 21, 2021, following its filing
of a Registration Statement on Form 40-F with the United States Securities and Exchange Commission (“SEC”). Enthusiast
Gaming maintains its registered office at 510 West Georgia Street, Suite 1800, Vancouver, British Columbia, V6B 0M3 and its executive
office at 90 Eglinton Avenue East, Suite 805, Toronto, Ontario, M4P 2Y3.



On
August 30, 2020, the Company acquired all of the issued and outstanding shares of Omnia Media Inc. (“Omnia”) from
Blue Ant Media Solutions Inc. (“Blue Ant”) pursuant to a share purchase agreement dated August 6, 2020 (the “Omnia
SPA”). Pursuant to the terms of the Omnia SPA, Blue Ant would receive (i) a cash payment of $11,000,000, subject to a customary
working capital adjustment and holdbacks, (ii) 18,250,000 common shares of the Company which are subject to resale restrictions
of: 50% after 180 days; 25% after 270 days; and 25% after 360 days, and (iii) a vendor-take-back loan with a face value of $5,750,000,
which will bear interest at 9% per annum, compounded annually and payable at maturity, and carries a maturity of 36 months from
the acquisition date. The Omnia SPA is accounted for in accordance with IFRS 3 as the operations of Omnia constitute a business.



On
May 1, 2021, the Company acquired all of the outstanding common shares of Vedatis SAS (“Vedatis”) from the owners
pursuant to a share purchase agreement dated May 1, 2021 (the “Vedatis SPA”). Pursuant to the terms of the Vedatis
SPA, for the exchange of all outstanding common shares, the previous owners of Vedatis would receive (i) a cash payment of Euro
€3,500,000, subject to a Euro €100,000 target working capital adjustment (ii) the issuance of Euro €1,500,000 of
common shares of the Company (iii) a cash payment of Euro €1,250,000 on the first anniversary of closing (iv) a payment of
Euro €750,000 on the first anniversary of closing, which may be paid in cash or common shares at the option of the Company,
and (v) an earn-out payment based o the performance of Vedatis. The earn-out payment, subject to certain conditions, is equal
to the sum of earnings before interest, taxes, depreciation, and amortization for the best four consecutive quarters of the existing
Vedatis business at the time of closing excluding new business generated or enhanced by the Company. The earn-out period is for
four years following May 1, 2021. The Company has, at its option, the ability to settle the earn-out payment half in cash and
half in common shares. The earn-out payment is to be paid no later than 60 days from the completion of the earn-out period. The
Vedatis SPA is accounted for in accordance with IFRS 3 as the operations of Vedatis constitute a business.



On
June 21, 2021, the Company, through its wholly owned subsidiary, Enthusiast Gaming Media (US) Inc. (“Media US”), completed
the acquisition of Tabwire LLC (“Tabwire”) pursuant to an equity purchase agreement dated April 22, 2021 (the “Tabwire
EPA”). Pursuant to the terms of the Tabwire EPA, the Company acquired all of the outstanding membership interest of Tabwire
in exchange for (i) a cash payment of USD $5,000,000, subject to an accounts receivable adjustment, and (ii) the issuance of USD
$6,000,000 of common shares of the Company. The Tabwire EPA is accounted for in accordance with IFRS 3 as the operations of Tabwire
constitute a business.








1Calculated based on data provided by Comscore as of December 2021.





3







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021








DESCRIPTION
OF ENTHUSIAST GAMING HOLDINGS INC. (Continued)



On
August 30, 2021, the Company, through its wholly-owned subsidiary, Media US, acquired all of the issued and outstanding membership
interest of GameKnot LLC (“GameKnot”) pursuant to an equity purchase agreement dated August 30, 2021 (the “GameKnot
EPA”). Pursuant to the terms of the GameKnot EPA, the Company acquired all of the outstanding membership interest of GameKnot
in exchange for i) a cash payment of USD $1,500,000, (ii) the issuance of USD $750,000 of common shares of the Company (iii) a
payment of USD $500,000 on the six-month anniversary of closing which may be paid in cash or common shares at the option of the
Company. The GameKnot EPA is accounted for in accordance with IFRS 3, as the operations of GameKnot constitute a business.



On
September 3, 2021, the Company, through its wholly-owned subsidiary, Media US, acquired all of the issued and outstanding shares
of Addicting Games, Inc. and TeachMe, Inc. (“TeachMe”, which together with Addicting Games, Inc., is herein referred
to a “Addicting Games”) pursuant to a share purchase agreement dated September 3, 2021 (the “Addicting Games
SPA”). Pursuant to the terms of the Addicting Games SPA, the Company acquired all of the outstanding common shares of Addicting
Games in exchange for i) a cash payment of USD $10,000,000, subject to a working capital adjustment and other adjustments, (ii)
the issuance of USD $12,000,000 of common shares of the Company, (iii) a payment of USD $7,000,000 on the first anniversary of
closing which may be paid in cash or common shares at the option of the Company, and (iv) a payment of USD $3,800,000 on the second
anniversary of closing which may be paid in cash or common shares at the option of the Company. The Addicting Games SPA is accounted
for in accordance with IFRS 3 as the operations of Addicting Games constitute a business.



On
November 22, 2021, the Company, through its wholly-owned subsidiary, Media US, acquired all of the issued and outstanding membership
interest of Outplayed, Inc. (“Outplayed”) pursuant to a merger agreement dated November 22, 2021 (the “Outplayed
MA”). Pursuant to the Outplayed MA between Enthusiast Acquisition Corp. (“Acquisition Corp”), a subsidiary of
Media US incorporated to facilitate this transaction, and Outplayed, Outplayed merged with and into Acquisition Corp and Acquisition
Corp changed its name to Outplayed, Inc. Pursuant to the terms of the Outplayed MA, the Company acquired all of the outstanding
membership interest of Outplayed in exchange for i) a cash payment of USD $7,500,000, subject to working capital and other adjustments,
(ii) the issuance of 5,200,000 of common shares of the Company, (iii) a payment of USD $8,500,000 on the first anniversary of
closing which may be paid in cash or common shares at the option of the Company, (iv) a payment of USD $8,500,000 on the second
anniversary of closing which may be paid in cash or common shares at the option of the Company, (v) a first anniversary earn-out
payment of USD $6,000,000 based on the performance of Outplayed, and (vi) a second anniversary earn-out payment of USD $6,000,000
based on the performance of Outplayed. The earn-out payments, subject to certain conditions, will be paid if certain site traffic
based targets are met in the first and second years of operations. The first anniversary earn-out period is for one year from
the closing date and the second anniversary earn-out period is for one year from the end of the first anniversary earn-out period.
The Company has, at its option, the ability to settle the earn-out payments in common shares. The first anniversary earn-out payment
is to be paid no later than 30 days from the completion of the first anniversary earn-out period and the second anniversary earn-out
payment is to be paid no later than 30 days from the completion of the second anniversary earn-out period. The Outplayed MA is
accounted for in accordance with IFRS 3, as the operations of Outplayed constitute a business.



The
Omnia SPA, Vedatis SPA, Tabwire EPA, GameKnot EPA, Addicting Games SPA and Outplayed MA are collectively called the “Mergers
and Acquisitions” in the consolidated financial statements and MD&A. For information relating to the accounting of the
Mergers and Acquisition see Note 5 of the consolidated financial statements for the years ended December 31, 2021 and 2020.





4







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






DESCRIPTION
OF ENTHUSIAST GAMING HOLDINGS INC. (Continued)



Business
Overview of Omnia



Omnia’s
principal business activities include the creation, distribution, and exploitation of owned and talent-produced gaming-related
video content, as well as the representation and management of underlying talent. Omnia generates advertising revenue from its
External Talent Network, its Owned and Operated Content, as well as through Direct Brand Sales through delivery of targeted advertisements
on YouTube and other platforms that users click on, leading to direct engagement between users and advertisers. Omnia has three
main operating activities:



| | 1. | The
                                         External Talent Network relates to the distribution of talent-produced video content
                                         on YouTube, where such content is primarily monetized through Google AdSense as well
                                         as other platforms such as Snapchat and Facebook and other over-the-top (“OTT”)
                                         and advertising-based video on demand(“AVOD”) services;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Owned
                                         and Operated Content relates to the creation, distribution and exploitation of video
                                         content for owned channels on YouTube and other social media platforms; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Direct
                                         Sales relates to contracting directly with consumer brands to produce custom content
                                         and is typically supplemented with paid media for customer activations.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Omnia
produces and programs over 30 weekly shows across AVOD and OTT channels and represents over 500 gaming influencers across YouTube
and Twitch. Its distribution network reaches over 90 million unique viewers and has a significant U.S. market inventory of over
1,000 channels, over 600 million subscribers and generated over 31 billion total video views in 2020.



Omnia’s
main assets include short form video content, podcasts, and brands related to the Owned and Operated Content brands and channels.
These include BCC Gaming, Arcade Cloud, GTA Today, The Squad, AC News, The Countdown, Wisecrack, Livestream Fails, and Best Cod
Clips.



Business
overview of Vedatis



Vedatis
owns the web property, Icy Veins, which is one of the largest independent Activision Blizzard fan communities generating over
3 billion lifetime views of content and founded in 2011. Icy Veins provides news and strategy guides for leading franchises like
World of Warcraft, Diablo, Heroes of Strom, Hearthstone, and Overwatch. Enthusiast Gaming Properties inc. (“Enthusiast Properties”)
has been monetizing the Icy Veins advertising traffic since 2017.



Business
overview of Tabwire



Tabwire
is a technology and data platform company that enables gamers to create a cross-platform registered user identification profile
to track and directly view their game data in real-time. In addition, it has a unique feature set including a cheater detection
system that enhances fair game play by generating a player trust ranking system for its registered users. It has already built
game play companion tools for Valorant, Rainbow Six Siege, Escape from Tarkov, Apex Legends, and Warzone, amongst other game titles,
with more than 13 million gamers interacting with the platform, collectively generating more than half a billion views in the
last year. Tabwire continues to add game titles to its player companion tools. Tabwire owns the web property TabStats. Enthusiast
Properties has been monetizing the TabStats advertising traffic since February 2021.



Business
overview of GameKnot



GameKnot
owns the web property GameKnot.com. Founded in 2000, GameKnot is a news, strategy, and community site for casual and competitive
chess players, offering multiple forms of competition via chess tournaments, leagues, and ladders. With free and premium subscription
offerings, the GameKnot web property also provides resources including lessons and puzzles.





5







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






DESCRIPTION
OF ENTHUSIAST GAMING HOLDINGS INC. (Continued)



Business
overview of Addicting Games



Addicting
Games is an innovator in casual gaming with a portfolio of casual games for desktop and mobile devices. Since the early 2000s,
Addicting Games has helped to popularize casual gaming online, developing and distributing innovative games. Today, Addicting
Games provides an extensive library of over 1,500 games to approximately 10 million gamers monthly. Addicting Games’ audience
spends over 15 minutes per average visit playing on titles spanning action, sports, puzzles, and more. Addicting Games offers
subscriptions and in-app purchases on many of its properties.



Games,
portals, and brands included in the Addicting Games portfolio include:



| | ● | Addicting
                                         Games (addictinggames.com)
| | - | -----------------------------------------------------------------------------



| | ● | Shockwave
                                         (shockwave.com)
| | - | ------------------------------------------------------------------



| | ● | TypeRacer
                                         (typeracer.com)
| | - | ------------------------------------------------------------------



| | ● | ioGames
                                         Space (iogames.space)
| | - | ----------------------------------------------------------------------



| | ● | Little
                                         Big Snake (littlebigsnake.com, iOS app, Android app)
| | - | ----------------------------------------------------------------------------------------------------



| | ● | Diep.io
                                         (diep.io, iOS app, Android app)
| | - | --------------------------------------------------------------------------------



| | ● | EV.io
                                         (ev.io, Windows, MacOS)
| | - | ----------------------------------------------------------------------



| | ● | Mope.io
                                         (mope.io, iOS app, Android app)
| | - | --------------------------------------------------------------------------------



| | ● | Math
                                         Games (mathgames.com)
| | - | -------------------------------------------------------------------



| | ● | TeachMe
                                         (teachme.com)
| | - | --------------------------------------------------------------



The
Company deploys these games on both web and mobile platforms with a stated goal that they can be player by anyone, anywhere, on
any device.



Business
overview of Outplayed



Outplayed
owns the web property, U.GG, which is one of the largest League of Legends fan communities in the world. By combining a rigorous
data science approach with a proprietary user centric experience, Outplayed provides actionable, data-driven insights supporting,
educating, connecting, and engaging a monthly active user base of approximately 8 million players. U.GG is featured on the official
League of Legends website (www.leagueoflegends.com) as a resource for players.



BUSINESS
PRODUCTS AND SERVICES



Enthusiast
Gaming deploys its products and services as a single reportable segment in the digital media and entertainment industry. Enthusiast
Gaming’s products and services fall into three principal pillars, which consist of Media and Content, Esports and Entertainment,
and Subscription.



Media
and Content



Enthusiast
Gaming’s media and content revenue stream is comprised of over 100 websites that are wholly owned or exclusively monetized
by the Company and contain news, reviews, videos, live streams, blog posts, tips, chats, message boards, other video-gaming related
content and casual games. Central to Enthusiast Gaming’s ability to create valuable advertising space that can be sold on
its websites, video channels and casual games (referred to as “Inventory”) is the ability to both develop content
rich digital media and foster the interaction and contributions of its users to its digital media properties. Enthusiast Gaming
possesses a network of full and part-time content developers to ensure regular, interesting updates are made across its digital
media properties to reflect the newest developments in the world of video games, in the form of videos, articles, blog posts,
and other content.



The
gaming community is drawn to different aspects and forms of content on Enthusiast Gaming’s network of websites. Part of
Enthusiast Gaming’s strategy is to acquire profitable video gaming websites and video properties with differentiating content
from its then current portfolio, providing valuable, relevant content for any gaming enthusiast. Some of the different types of
content includes: long form, short form, and documentary styles of content.



Another
prevalent aspect of the media content on Enthusiast Gaming’s sites or video properties may be referred to as “video
game journalism”, an aspect of the video gaming industry whereby individuals will review, critique, and provide commentary
on new and old video games, particular aspects of video games, upgrades, new hardware platforms, and other aspects of video games.





6







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






BUSINESS
PRODUCTS AND SERVICES (Continued)



Media
and Content (Continued)



Omnia
owns content brands that matter to fans who love gaming and pop culture including BCC Gaming, Arcade Cloud and Wisecrack. BCC
Gaming is a leading Fortnite community channel with approximately 10 million subscribers on YouTube and approximately 2.5
million followers on Instagram. Arcade Cloud is a gaming channel featuring original animations. Wisecrack is a collective
of comedians, academics, filmmakers, and artists. Omnia generates advertising revenue from its external talent network, its owned
and operated content, as well as through direct brand sales through delivery of targeted advertisements on YouTube and other platforms
that users click on, leading to direct engagement between users and advertisers.



Addicting
Games has a portfolio of casual games for desktop and mobile devices. Advertising revenues generated from Inventory on Addicting
Games’ casual games is included in media and content revenue.



For
any publishing company, the key mission is to build a dedicated following of engaged visitors and brands that are looking for
high levels of engagement within a target market to run successful advertising campaigns. Enthusiast Gaming has amassed a platform
of engaged, lifestyle gamers that have become a leading advertising platform for brands targeting the gamer demographic. Enthusiast
Gaming’s web platform generates over two billion page views per quarter, and its video platform, operated by Omnia, generates
over six billion video views per quarter. Each of these views produces Inventory available for sale. The majority of Enthusiast
Gaming’s media and content revenue is driven by programmatic advertising across the platform. Enthusiast Gaming has built
out a direct sales team to foster key relationships and drive revenue. The direct sales team is also responsible for developing
long term clients looking for integrated advertising solutions across Enthusiast Gaming’s brands.



Programmatic
Media Value Chain



The
programmatic media value chain consists of various industry players seeking to facilitate optimal purchasing of advertising from
targeted publishers. Importantly, both the supply side (websites or video properties with ad space) and the demand side (brands
and/or advertisers seeking ad space) have their own respective options when it comes to platforms. Supply-side Platforms (“SSPs”)
and Display Side Platforms (“DSPs”) have been created in order to streamline publishing and ad-buying processes. Companies
strategically use both SSPs and DSPs to facilitate optimal purchasing of advertising from targeted publishers.



A
common advertising spending metric utilized in the digital publishing industry, is known as “Cost Per Thousand” (“CPM”)
impressions.



CPM
and other relevant metrics, allow SSPs and DSPs to navigate on a common basis whereby a more targeted marketing campaign will
typically demand a higher CPM given that each ad impression can justifiably be worth more to the advertiser.



Should
an advertiser or publisher decide to investigate one step deeper into the efficiency of its campaign, the metric of “Click
Through Rate” serves as a percentage of people who saw the ad and subsequently clicked on it. Other methods of negotiating
digital advertising and publishing transactions utilize “Cost Per Click”, wherein the advertiser pays on a per-click
basis, or alternatively can pay on a more joint venture / commission basis sometimes referred to as “Cost Per Acquisition”.



Companies
tend to utilize Effective Cost Per Thousand (“eCPM”) impressions in order to compare various advertising mechanisms
and campaigns on a leveled basis. Essentially, eCPM inputs the earnings obtained via a certain campaign, divided by the number
of actual impressions delivered. This results in a cost per impression, such that when multiplied by 1,000, will deliver an approximation
for the eCPM.





7







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






BUSINESS
PRODUCTS AND SERVICES (Continued)



Media
and Content (Continued)



Sale
of Inventory



The
digital media advertising revenue stream of Enthusiast Gaming’s business flows from the digital media publishing revenue
stream. With content-rich digital media properties drawing billions of monthly page and video views, Enthusiast Gaming is able
to sell valuable Inventory on its digital media properties. In addition to selling its own Inventory, Enthusiast Gaming acts as
a representative for the sale of third-party Inventory on websites and video properties and applications that also host similarly
themed content. By combining the Inventory in its own network with third-party Inventory, and in some instances, acting as an
exclusive provider of advertising to third parties, Enthusiast Gaming gets access to exclusive ad auctions and sales opportunities
through which it is able to command higher advertising revenues and negotiate favorable profit-sharing arrangements.



Online
advertising revenue is determined by a number of metrics. Advertising revenues may factor in the number of individuals who view
particular web pages or video properties in Enthusiast Gaming’s network of digital media properties, how often the web pages
or videos are viewed, and how much time a user spends on a website or video property during each visit. Revenue can be accorded
based on the number of advertising impressions, the “Click-through Rate”(“CTR”), and the rate at which
advertisements lead to sales. The functioning of the advertisements themselves can have a significant effect on achieving key
advertising metrics.



Enthusiast
Gaming developed proprietary optimization tools which it utilizes to sell ads. The optimization tool allows Enthusiast Gaming
to set strategic parameters for the sale of Inventory in real time auctions that occur in milliseconds and are all executed by
computer programs. Additionally, the programmatic optimization tools enable Enthusiast Gaming to target specific advertisers at
specific times in order to receive the highest value for its Inventory.



The
Inventory or advertising space can be found in a variety of locations throughout the websites and video properties. New advertising
impressions are generally created when a user opens a website or navigates to a different page, or when they watch a video. They
can take on the form of pre-roll video advertisements, banner advertisements, ad-words, “skins” or background advertisements,
in-application ads, or other forms of ad units as may be applicable to the respective property.



Enthusiast
Gaming derives part of its total revenue from direct advertising campaigns. When a client opts for a direct campaign, Enthusiast
Gaming will prepare a marketing plan with the client, consisting of the length of the campaign and set parameters which will define
how the ad will be displayed such as, specific countries where the ad will be displayed, on desktop or mobile, whether the ad
will click through to another site, etc. Additionally, depending on the campaign, Enthusiast Gaming may guarantee a certain amount
of impressions or CTR.



Enthusiast
Gaming’s media and content revenue is primarily derived from the sales of ad inventory on its network of digital media properties.
Enthusiast Gaming has steadily grown its network of digital media properties and has experienced a corresponding growth in revenue.
Due to the steady growth, the fluctuation of spending in the advertising industry has not been obvious from Enthusiast Gaming’s
operating results. Ad inventory derives its value from a number of factors, including supply and demand. In preparation for retail-oriented
holidays, retail sector advertisers may increase their advertising budgets, thus reducing the availability of ad inventory and
increasing its value. Similarly, advertisers in the technology industry may correlate their ad campaigns to the launch of new
products.



Online
advertisements can be sold in a variety of ways. Enthusiast Gaming enters into agreements with online advertising exchanges, through
which advertisers will bid on space and time in Enthusiast Gaming Inventory and the Inventory of companies Enthusiast Gaming represents.



Under
its affiliate agreements, Enthusiast Gaming provides advertising sales as a third-party representative, to digital media publishers.
Generally, Enthusiast Gaming will receive the right to market and sell all available advertising space within the digital media
publisher’s website or video property for the duration of the agreement. In exchange for the opportunity to monetize the
digital media publisher’s property, Enthusiast Gaming will compensate the digital media publisher, either in the form of
fixed monthly payments subject to page views, or a percentage of ad revenue, or a combination of the two.





8







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






BUSINESS
PRODUCTS AND SERVICES (Continued)



Media
and Content (Continued)



Sale
of Inventory (Continued)



The
advertising technology space is ever evolving, but like most industries, the race tends to be toward optimal efficiency. Enthusiast
Gaming therefore believes, as do many industry experts, that original content production, curation, and publishing will continue
to thrive and generate more value given its importance to target consumers. Conversely, as better efficiency is pursued, middle-firms
currently exacting fees in between advertisers and publishers, should see their revenues and margins decline. Large advertisers
are interested in widely distributed publishers like Enthusiast Gaming, and firms in between will become more secondary.



Esports
and Entertainment



The
Company’s esports division, Luminosity Gaming, is a professional esports organization based in Toronto, Canada. It currently
has fully-owned teams competing in Fortnite, Super Smash Bros., Valorant, Rocket League, and Madden NFL. Luminosity Gaming’s
teams compete globally and Luminosity positions itself as a significant contender at the highest level of competition in all games
in which it fields teams. In addition to its competitive esports teams, Luminosity also has teams of content creators on YouTube,
Twitch, and TikTok.



The
Company holds a non-controlling interest in the Vancouver Titans of the Overwatch League and the Seattle Surge of the Call of
Duty® esports league. Enthusiast Gaming assists in the management of the Vancouver Titans and the Seattle Surge.



Enthusiast
Gaming’s enterprise is made up of interrelated operations intended to derive revenue from assets acquired by Enthusiast
Gaming across the esports value chain. Enthusiast Gaming leverages its esports operations to build content and develop an audience
and fan base to facilitate merchandising and subscriptions, pursuant to direct sponsorships, endorsement deals, product placement
deals, advertising sales and advertising.



The
branding of Enthusiast Gaming and Luminosity Gaming is particularly important to its marketing initiatives and its ability to
gain traction in the industry and engage marketing partners such as sponsors. The outcome of any contest, competition, or tournament
for the teams and players that Enthusiast Gaming intends to manage and provide services to may affect the ability for Enthusiast
Gaming to strengthen its brand. Enthusiast Gaming believes its business depends on identifiable intangible properties such as
brand names.



Esports
entities that rely on marketing initiatives as a source of revenue will need to have a large following in order to enable marketing
partners to generate revenue by leveraging this following. To that end, Enthusiast Gaming has retained a management team that
has business acumen, sports and entertainment experience and industry connections. Enthusiast Gaming leverages its direct sales
team to not only sell advertising inventory, but to also sell sponsorships for its esports assets.



Enthusiast
Properties started organizing live events in 2014 by way of meet ups at a local pub in Toronto to engage the gaming community
through personal interactions. As the meet ups continued to grow in popularity and size, the venues also grew to accommodate the
increase in numbers. These small meet ups quickly escalated to a university, and then eventually, to an exhibition hall. Over
the years, these meet ups graduated into EGLX.



In
2018, approximately 55,000 people attended two EGLX events and the Company continues to explore opportunities to grow its entertainment
division to coincide with the significant growth of its platform online. Following the success of the two events in 2018, EGLX
2019 was brought back to the Metro Toronto Convention Centre with double the floor space. The 2019 EGLX event had in excess of
30,000 attendees and featured over 150 exhibitors, panels, cosplay, free play, the Artist Alley, an Indie Corner and a Family
Zone.



In
November 2020 the Company held a virtual version of EGLX, which was live streamed from November 10-13, 2020 on eglx.com and on
Twitch at twitch.tv/lgloyal. Supported by key sponsors, including SpiderTech, G FUEL, and TikTok, the event featured world premieres,
unique performances, and a number of gaming competitions. Featured talent and performances included: Muselk, NickEh30, Fresh,
Anomaly, XQC, NFL superstars Richard Sherman and Darius Slay, and musicians ZHU and Goldlink.





9







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






BUSINESS
PRODUCTS AND SERVICES (Continued)



Esports
and Entertainment (Continued)



The
Company currently intends to return EGLX to a live event in 2022. The ability of the Company to host a live EGLX in 2022 is subject
to the prevailing public health guidance and restrictions at the time of the event, and the Company’s ability to ensure
the health and safety of the attendees in light of the ongoing COVID-19 pandemic.



The
Company’s entertainment division is also the operator of over 25 video game networking events across 11 countries, including
key markets such as the US and UK.  The Company is an industry leader in B2B and consumer mobile gaming events.  It
owns and operates numerous successful networking events around the world with approximately 15,000 registered industry attendees
and key sponsors and partners. As part of its B2B events, the Company hosts Pocket Gamer Party, Top 50 Developer Guide, Mobile
Mixers, the Mobile Games Awards, and a feature event, Pocket Gamer Connects, the largest B2B mobile games conference series, with
both virtual events and live events in locations such as London, San Francisco, Helsinki, and Seattle. In November 2021 the Company
announced that it would host two new digital conference series, being Pocket Gamer Connects Digital NEXT and Beyond Games, from
November 15 – November 19, 2021. These two events focus on topics relevant to the gaming space including non-fungible tokens
(“NFTs”), blockchain gaming, and the metaverse.



Subscription



The
Sims Resource (“TSR”) operates a subscription-based model and has a current subscriber base of approximately 172,000
monthly subscribers. TSR’s subscribers pay on average approximately USD$4 per month to access its VIP features.



In
2020, the Company launched similar subscription-based models on two owned and operated web properties, Escapist Magazine and Siliconera.



In
May 2021, the Company acquired Vedatis, which owns the web property, Icy Veins, and offers premium subscriptions to the Icy Veins
website.



In
June 2021, the Company acquired Tabwire, which offers monthly premium membership subscriptions to the Tabstats website as well
as the Tabwire Twitch channel.



In
August 2021, the Company acquired GameKnot, which offers monthly and yearly premium membership subscriptions to the GameKnot website.



In
September 2021, the Company acquired Addicting Games, which offers premium membership subscriptions to certain Addicting Games
properties including Addicting Games, Shockwave, TeachMe, TypeRacer, and Little Big Snake.



In
November 2021, the Company acquired Outplayed, which offers membership subscriptions to the U.GG website.



The
Company plans to continue to expand its subscription offerings across its networks of web and video properties.



GROWTH
STRATEGIES



Enthusiast
Gaming has a complementary organic and M&A growth strategy. M&A continues to be an important growth lever, having helped
the Company grow and serve 300 million monthly active viewers. The Company believes it has a clear path to further monetize the
viewership base through multiple organic growth initiatives including: optimizing CPMs, increasing direct sales, growing subscribers,
and licensing content. The Company is also planning to launch additional products in the near future, including Project GG.



Project
GG



In
June 2021, the Company announced its plans to launch a pan-Enthusiast social network and freemium subscription offering, codenamed Project
GG. Project GG will be a cross-platform, gaming centric social network, uniting gaming and esports fans with a
platform to connect, view stats (both personal and stats of other gamers), global rankings, and leaderboards, and share content
through their unique gaming profiles, whether it be on desktop, mobile, or in-game.





10







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






GROWTH
STRATEGIES (Continued)



Project
GG (Continued)



Visual
samples of the user interface from the development product are shown below:



|                                                                                                                                                                             |                                                                                   |                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------
|The
                                         user interface of the desktop version of Project GG, displaying a user’s
                                         content feed. | The
    user interface of the mobile version of Project GG, displaying a profile. | The
    user interface of the mobile version of Project GG, displaying recently played games and activity feed.
|                                                                                                                                                                             |                                                                                   |                                                                                                                

Developing
a proprietary product like Project GG will also enhance the Company’s ability to deliver a more complete
fan experience with a more targeted, engaged, and personalized journey for gamers and customers alike and represents a significant
step towards the Company’s evolution to a technology-powered, media, esports, and entertainment company.



The
acquisition of Tabwire provided the Company with a technology and data platform which accelerated the development of Project
GG.On September 23, 2021, the Company announced that it has deployed an initial invitation-only release of Project GG(“Project GG Alpha”), the invitation included to Company’s rosters of influencers. Project GG Alpha will
serve as a test version of the gaming social network, while offering feedback to Enthusiast Gaming’s design and user experience
teams. The Company expects Project GG will transition to a beta version in 2022.



Optimize
CPMs



Enthusiast
Gaming is focused on utilizing programmatic optimization tools to target specific viewers and delivering high value advertising.
The Company built its adtech and programmatic optimization platform, through internally developed technology and third-party software.
Enthusiast Gaming continues to enter into new SSPs relationships that contribute to increased sell through rates and revenue performance.
The Company also invests in new adtech tools and expertise and expects to be able to achieve further revenue optimization on the
Company’s web platforms.



Increase
Direct Sales



Selling
high-impact advertising inventory directly to brands creates additional margin accretion as marketers are charged a higher price
than traditional programmatic sales. Direct Selling specifically relates to contracting directly with brands to produce custom
content and campaigns and is typically supplemented with paid media for customer activations. Direct sales included in Media and
Content for Q4 2021 was $8.8 million as compared to approximately $3.3 million in Q4 2020. Enthusiast Gaming’s direct sales
efforts began in Q1 2020 and continues to see increased success with larger client activations. The Company now has advertising
sales and fulfillment professionals in New York, Los Angeles, Chicago, Detroit, Toronto, and London.





11







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






GROWTH
STRATEGIES (Continued)



Grow
Subscribers



The
Company has more than tripled the number of paid subscribers for its properties from approximately 61,000 in March 2019 to approximately
220,000 in December 2021. Approximately 48,000 paid subscribers were added through the 2021 Mergers and Acquisitions of Vedatis,
Tabwire, GameKnot, Addicting Games, and Outplayed. Enthusiast Gaming continues to look for new subscription opportunities and
are in the early stages of developing an Enthusiast Gaming platform wide subscription model available to web, video, and esports
audiences of the Company. The acquisition of Tabwire relates directly to these initiatives, see Project GG.



Content
Licensing



The
Company is pursuing opportunities to license its library of content and owned and operated brands to distributors. Enthusiast
Gaming already has established partnerships with TikTok, Samsung, and Snapchat, along with various OTT platforms.



Strategic
Acquisitions



The
Company’s growth is enhanced by a targeted acquisition strategy. Enthusiast Gaming (including Enthusiast Properties) has
successfully acquired or made significant investments in and integrated 22 companies. The Company continues to be disciplined
in pursuing value-enhancing, highly-strategic acquisitions. There remain a significant number of independent gaming web and video
properties that can benefit from Enthusiast Gaming’s viewership base, data and analytics platform, and CPM optimization
strategy. Management maintains regular dialogue with these entities resulting in a strong M&A pipeline of highly accretive
targets.



MARKET



Gaming
Market



The
robust global gaming market is rapidly expanding and represents one of the fastest growing segments within the broader media and
entertainment ecosystem. Due to, among other things, increased engagement, technology adoption and shared experiences the global
gaming market reached USD$175 billion in 2020.2 According to Newzoo, the industry is expected to grow to USD$218 billion
by 2023.3 The proliferation of high-speed internet, accessible technology, and publishers using enhanced live operations
and other tools have further accelerated the gaming market. Gaming has amassed a diverse audience who rely on the industry as
a form of entertainment and social connection. Increasingly, younger generations are immersing themselves in gaming ecosystems
and now choose gaming as their primary form of entertainment.



Today,
there are 2.7 billion global gamers, who engage with interactive entertainment using three platforms: console, PC and mobile,
according to Newzoo.4 It is expected that gamers will surpass 3 billion by 2023 as smartphone penetration increases
globally.5 Enhanced technology and high-fidelity content has allowed live concerts, movie screenings and birthday parties
to take place within gaming ecosystems driving further engagement and excitement among young and old.








2Based on Newzoo’s 2018 - 2023 Global Gaming Market Forecast and an article published by Newzoo on March 3 2021 titled
“Hypercasual Games Introduced Millions of Consumers to the World of Gaming: What’s Next?”

3Based on an article published by Newzoo on November 4 2020 titled “Global Game Revenues Up an Extra $15 Billion This
Year as Engagement Skyrockets”.

4Based on an article published by Newzoo on May 8 2020 titled “The World’s 2.7 Billion Gamers Will Spend $159.3
Billion on Games in 2020; The Market Will Surpass $200 Billion by 2023”.

5Based on an article published by Newzoo on June 25 2020 titled “Three Billion Players by 2023 Engagement and Revenues
Continue to Thrive Across the Global Games Market”.





12







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






MARKET
(Continued)



Gaming
Market (Continued)



The
industry is still in an early stage as developers and publishers continue to create new content, with better monetization and
communication capabilities. Additionally, technology companies are fueling the rise of gaming by enhancing content through better
platforms i.e., larger mobile phones, new consoles and cloud gaming, which allow gamers to play anytime, anywhere using any platform.
As the industry continues to grow, dedicated fans are engaging with gaming related content even after they put their devices down.
Video games have led to the rise of esports, streaming, dedicated news and fan sites as well as celebrities all of which accelerate
the global excitement around gaming.



Digital
Media



Over
the past two decades, the proliferation of the internet and mobile devices has shifted the way consumers engage with media and
content, amplifying the digital media industry. According to eMarketer, consumers in the U.S. spent an average of 181 minutes
accessing digital media in 2010.6 In 2020, this figure increased to 470 minutes a day, representing 160% growth. Due
to, among other things, the shift in media consumption from traditional to digital and increased time consumers are spending online,
advertisers have adjusted the way in which they allocate their advertising budgets.7 According to eMarketer, USD$90
billion was spent globally on digital advertising in 2012.8 This spend increased to USD$378 billion in 2020, representing
growth of 319%. Digital advertising is expected to grow to USD$646 billion by 2024.9



Specifically,
with regards to gaming, digital media has become an increasingly important component of the industry. Gamers are now allocating
significant time to gaming outside of playing their favorite titles, choosing to watch gaming video content, following esports
teams and joining forums / blogs. According to Nielsen, 77% and 71% of Gen Z and Millennial gamers also consume Gaming Video Content,
respectively.10 According to YouTube, viewers watched an approximately 50 billion hours of Gaming Video Content on
its platform in 2018, doubling to approximately 100 billion in 2020.11 Additionally, the number of gaming-related tweets
increased from approximately 218 million in 2017 to over 2 billion in 2020, according to Twitter.12 Gamers are spending
time on gaming websites containing news, reviews, videos, blog posts, tips, chats, message boards, and other content.



Viewers
of Enthusiast Gaming’s network of digital media properties are both men and women ages 13 to 65+ with the majority of its
users spending, on average, more than 15+ hours gaming per week. These individuals represent a highly sought-after demographic
in a number of key advertising categories.



Esports



Esports,
or electronic sports, is the evolution of video gaming. “Esports” typically refers to competitive gaming whereby gamers
can, individually or in teams, compete against one another. Spectators can typically observe these competitions via different
platforms online or in person at live events. The advent of online platforms, such as Twitch, has allowed more and more spectators
to watch competitions globally from anywhere in the world and has contributed to the growth in the popularity of esports. Competitive
gamers can now participate in regulated leagues, tournaments or other competitions and matches, for various different games on
different entertainment systems. Further, competitive gamers, teams, team managers, streamers, game developers, viewing platforms
and other participants in the esports industry are able to monetize the attention through different means, including through viewer
subscriptions and marketing sponsorships.








6Based on data provided by eMarketer as of January 2021.

7Based on data provided by eMarketer as of January 2021 and March 2021.

8Based on data provided by eMarketer as of March 2021.

9Based on data provided by eMarketer as of March 2021.

10Based on Nielsen’s 2019 Millennials on Millennials: Gaming Media Consumption Report.

11Based on an article published by The Verge on December 8 2020 titled “YouTube Gaming had its best year ever with more
than 100 billion hours watched” and an article published by YouTube on December 8 2020 titled “2020 is YouTube Gaming’s
biggest year ever: 100B watch time hours”.

12Based on articles published by Twitter on February 15 2018 and January 11 2021 titled “Gaming and esports are happening
on Twitter” and “Over 2 Billion Gaming Tweets in 2020!”, respectively.





13







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






MARKET
(Continued)



Esports
(Continued)



Esports
is an important component of online video gaming content. Most notably, esports turns competitive video-gaming into a spectator
sport. Thousands of viewers will attend live events to watch professional video game players compete in tournaments. Additionally,
these tournaments are often streamed online, with viewers logging on to watch from their computers, tablets or mobile devices.



SIGNIFICANT
ANNOUNCEMENTS DURING THE YEAR AND SUBSEQUENT TO THE YEAR ENDED DECEMBER 31, 2021



|Date                  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|January
    4, 2021   | The
    Company announced that its owned and exclusive digital media property has been listed in the newly released Comscore ranking
    of Top 100 Properties in the United States. The ‘Comscore 100’ represents the largest owners of digital content
    across the internet, from social media to search to ecommerce giants such as Google Sites, Facebook and Amazon Sites. The
    list is a significant milestone for direct advertising sales, and also serves as a filter within programmatic ad buying platforms
    to ensure brands run on the highest-quality web sites.                                                                                                                                          
|January
    18, 2021  | The
    Company announced that it has signed Samsung to an integrated sponsorship deal, leveraging Enthusiast Gaming’s media,
    content, esports and entertainment platforms. The multi-platform sponsorship will utilize the breadth of Enthusiast Gaming’s
    reach in the coveted Gen Z and Millennial demographics, to help drive awareness and market share for Samsung’s gaming-focused
    computing components and accessories.                                                                                                                                                                                                                                                                                       
|January
    20, 2021  | The
    Company announced the voting results for the election of its Board of Directors, which took place at the Company’s Annual
    General and Special Meeting of Shareholders (“AGSM”) held on January 20, 2021. All nominees as set forth in the
    Company’s management information circular dated December 23, 2020 (“Circular”) were elected as directors
    of Enthusiast Gaming at the AGSM.  The shareholders of the Company approved and ratified the adoption of a proposed
    stock option plan, the grant of 743,671 options as described in the Circular, approved and ratified the adoption of a proposed
    Share Unit Plan and the grant of 1,251,162 restricted share units.                             
|January
    22, 2021  | The
    Company announced that it has issued notice to the holders of the Company’s convertible debentures (the “Debentures”)
    to exercise the Company’s option to convert the outstanding Debentures into common shares of the Company. The Debentures
    were set to mature on December 31, 2021. Upon completion of the conversions, the principal amount outstanding on the date
    of the notice of $6 million will be converted into approximately 1,978,109 common shares.                                                                                                                                                                                                                                           
|February
    10, 2021 | The
    Company announced it has offered and sold a total of 7,383,000 common shares resulting in gross proceeds of $42,452,250.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|February
    16, 2021 | The
    Company announced that it has signed exclusive monetization agreements with nine new leading video game fan communities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|February
    24, 2021 | The
    Company announced the upcoming launch of a new premium online publication dedicated to the growing needs of today’s
    esports fan. Combining content elements from the Company’s two existing esports coverage outlets, Upcomer and Daily
    Esports, Enthusiast Gaming will relaunch one unified esports publication later this spring.  The new publication,
    which will operate as Upcomer, will leverage its existing user and prediction engine, to create one of the most complete esports
    fan engagement experiences.  The publication’s content suite will include, but not limited to, news and editorial,
    long-form features, in-depth interviews, video documentary series, and fantasy leagues.
|March
    2, 2021     | The
    Company announced record breaking registration at its most recent mobile games virtual event, Pocket Gamer Connects Digital
    #5 (“PGCD #5”), demonstrating the Company’s continued success pivoting its events and entertainment business
    to be able to thrive in a virtual format.                                                                                                                                                                                                                                                                                                                                                                                                                               
|March
    17, 2021    | The
    Company announced that it has entered into a binding term sheet to acquire Vedatis, owners of Icy Veins (www.icy-veins.com),
    for European Euro €7,000,000 in cash and stock, plus an earnout subject to certain milestones being achieved. Completion
    of the acquisition is conditional upon Enthusiast Gaming and Vedatis entering into a definitive agreement as well as the satisfaction
    of a number of customary conditions, including due diligence and TSX approval.                                                                                                                                                                                                                                   





14







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021

|March
    22, 2021 | The
    Company announced that it has signed an integrated partnership deal with TikTok, the leading destination for short-form
    mobile video. TikTok will leverage Enthusiast Gaming’s vast platform of video game and esports fan communities to help
    drive adoption and bridge the integration of TikTok within the gaming and esports industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|April
    7, 2021  | The
    Company announced it has signed an integrated and strategic partnership deal with ESPAT TV. ESPAT TV will leverage Enthusiast
    Gaming’s reach into the GenZ and Millennial demographics, utilizing the Company’s integrated platform of fan communities
    to engage with a wider audience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|April
    9, 2021  | The
    Company announced its esports organization, Luminosity Gaming, was ranked by Streams Charts as the most popular esports community
    on Twitch in March 2021, with 40 million hours watched, outpacing the runner up by more than 15 million hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|April
    13, 2021 | The
    Company filed a Registration Statement on Form 40-F with the United States SEC. Enthusiast Gaming will become a reporting
    issuer in the United States following effectiveness of the Form 40-F, in addition to being a reporting issuer in Canada. A
    copy of the Form 40-F is available on EDGAR and the Company’s website at www.enthusiastgaming.com.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|April
    20, 2021 | The
    Company announced that its common shares have been approved for listing on the Nasdaq under the trading ticker symbol “EGLX.”
    The Nasdaq Global Select Market is the highest listing tier of the Nasdaq Stock Market’s three-tier market classification.
    Trading on the Nasdaq commenced at market open on April 21, 2021. The Company will continue to maintain the listing of its
    common shares on the TSX under the symbol “EGLX”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|April
    23, 2021 | The
    Company announced that NFL superstar, Silicon Valley advisor and community leader, Richard Sherman has been appointed to its
    Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|April
    26, 2021 | The
    Company announced it has signed a partnership deal with ExitLag. ExitLag will be using Enthusiast Gaming’s extensive
    reach into the video gaming and esports market as the Latin American software developer seeks to make an impactful debut in
    the US with its proprietary technology to improve routing connections for gamers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|May
    6, 2021    | The
    Company filed a final short form base shelf prospectus (the “Shelf Prospectus“) with the securities commissions
    in each of the provinces of Canada, excluding Quebec, and a corresponding registration statement on Form F-10 (the “Registration
    Statement”) with the United States SEC under the U.S./Canada Multijurisdictional Disclosure System. The Shelf Prospectus
    and corresponding Registration Statement will allow the Company to undertake offerings of common shares, preferred shares,
    debt securities, warrants, units and subscription receipts (collectively, the “Securities”), or any combination
    thereof, up to an aggregate total of CAD$250 million from time to time during the 25-month period that the final short form
    base shelf prospectus remains effective. The Securities may be offered in amounts, at prices and on terms to be determined
    at the time of sale. The specific terms of any offering of Securities, including the use of proceeds from any offering, will
    be set forth in one or more shelf prospectus supplement(s) to be filed with applicable securities regulators.
|May
    10, 2021   | The
    Company announced that it has closed the previously-announced acquisition of Vedatis, which owns the web property Icy Veins
    (www.icy-veins.com), for €7,000,000 million in cash and stock, plus an earn-out which is subject to certain conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|May
    12, 2021   | The
    Company announced its plans to develop a subscription-based social network for gamers, codenamed Project GG. To facilitate
    the development of Project GG, Enthusiast Gaming has entered into a definitive agreement to acquire Tabwire, which owns
    the web property TabStats (https://tabstats.com), for US$11 million in cash and stock (the “Acquisition”). The
    Acquisition will provide Enthusiast with a technology and data platform which provides gamers the ability to directly view
    their game data in real-time.  The acquisition is subject customary closing conditions including regulatory approvals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|May
    18, 2021   | The
    Company announced today it has teamed up with Grammy-award winning international music superstars Coldplay to bring fans a
    fresh and unique musical experience to celebrate the band’s new single ‘Higher Power’. The hour-long launch
    event to promote Coldplay’s new hit single ‘Higher Power’ took place on May 20, 2021, and was livestreamed
    on Luminosity Gaming’s Twitch channel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|May
    28, 2021   | The
    Company announced that it has been added to the MSCI Canada Small Cap Index, which became effective after the close of trading
    on May 27, 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   





15







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021

|June
    9, 2021    | The
    Company announced the launch of a proposed marketed public offering of common shares in the United States and Canada. A total
    of 8,000,000 Common Shares will be offered by the Company (the “Offering”).  The net proceeds from the
    Offering are expected to be used by the Company primarily to strengthen its financial position, inclusive of future acquisitions,
    working capital, repayment of indebtedness and other general corporate purposes.                                                                                                                                                                                                                                                                                                                           
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|June
    11, 2021   | The
    Company announced that the Company has priced the Offering at USD$5.75 per common share for aggregate gross proceeds to the
    Company of USD $46,000,000. In connection with the offering the Company has entered into an agreement with a syndicate of
    underwriters co-led by RBC Capital Markets and Canaccord Genuity (the “Lead Underwriters”) as joint lead bookrunning
    managers, with B. Riley Securities acting as joint bookrunner, and including Paradigm Capital Inc., Scotia Capital Inc., Alliance
    Global Partners, Colliers Securities LLC and Haywood Securities Inc., as co-managers (together with the Lead Underwriters,
    the “Underwriters”).  The Company has also granted the Underwriters an option to purchase an additional
    600,000 common shares.
|June
    15, 2021   | The
    Company announced that it has closed its previously announced USD$46 million public Offering issuing 8,000,000 common shares
    in the capital of the Company at a price of USD$5.75 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|June
    16, 2021   | The
    Company announced it has partnered with the Ad Council and COVID Collaborative on their COVID-19 Vaccine Education Initiative,
    promoting COVID-19 vaccine awareness and education among young adults.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|June
    21, 2021   | The
    Company announced that the underwriters of the Company’s recently announced USD$46 million public Offering of 8,000,000
    common shares in the capital of the Company at a price of USD$5.75 per share have exercised their over-allotment option in
    full to purchase an additional 600,000 common shares at the USD5.75 per shares for aggregate gross proceeds to the Company
    of USD$3,450,000.                                                                                                                                                                                                                                                                                                                                                                                   
|June
    24, 2021   | The
    Company announced that it has closed the previously announced acquisition Tabwire, which owns the web property TabStats (www.tabstats.com),
    for USD$11 million in cash and stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|June
    30, 2021   | The
    Company announced the voting results for the election of its Board of Directors, which took place at the Company’s Annual
    General Meeting of Shareholders (“AGM”) held on June 30, 2021. All nominees as set forth in the Company management
    information circular dated June 3, 2021 which is available on SEDAR were elected as directors of Enthusiast Gaming at the
    AGM.                                                                                                                                                                                                                                                                                                                                                                                                       
|July
    7, 2021    | The
    Company announced that it has entered into a joint venture with Toronto Star Newspapers Limited (“Torstar”) to
    create an original online news platform and community for gamers named AFK Media Partnership (“AFK”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|July
    20, 2021   | The
    Company announced that Mr. John Albright has been appointed to its Board of Directors and Audit Committee effective immediately.
    Enthusiast Gaming also announced that Robb Chase has resigned from the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|July
    27, 2021   | The
    Company announced its esports organization, Luminosity Gaming, has renewed its sponsorship deal with G FUEL, The Official
    Energy Drink of Esports®, to promote its line-up of gaming and esports energy and hydration drinks. The extended 18-month
    partnership will feature new custom content from G FUEL and pro gamers on the Luminosity Gaming roster, the launch of a new
    limited-edition G FUEL flavour, event activations, giveaways, and more. The G FUEL logo will continue to be prominently displayed
    on Luminosity Gaming’s jerseys, and as part of the expanded partnership, the logo will also be featured on all official
    Enthusiast Gaming merchandise.                                                                                                  
|August
    4, 2021  | The
    Company announced it has signed an integrated media and esports partnership with the US Navy. The partnership will include
    the creation of multiple unique gaming activations incorporating the Company’s talent roster of gamers, creators, and
    athletes to increase awareness of Navy life and the wide range of professional opportunities the Navy offers, including those
    in high-demand STEM fields.                                                                                                                                                                                                                                                                                                                                                                        
|August
    26, 2021 | The
    Company announced that Unique Visitor traffic in the U.S. to its digital media property has reached a 2021 high in July, based
    on recent data from Comscore, a leading third-party media measurement and analytics company. Enthusiast Gaming’s Unique
    Visitors in the U.S grew to 45.3 million in July, an increase of 9% over June.  That made July the highest month
    for U.S. Unique Visitor traffic thus far in 2021. The metric does not include additional under 18 mobile video traffic to
    the                                                                                                                                                                                                                                                                         





16







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021

|                       | Company’s
    property, or viewership in the Company’s esports and entertainment division, including viewership of Luminosity Gaming.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|August
    31, 2021    | The
    Company announced it has collaborated with Nielsen (NYSE:NLSN), the global leading source for media and sports measurement,
    on an innovative new study to measure the total social reach and Twitch viewership of Enthusiast Gaming’s Luminosity
    Gaming esports audience.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|September
    2, 2021  | The
    Company announced that it has acquired GameKnot, owner of chess fan community GameKnot.com.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|September
    7, 2021  | The
    Company announced that it has acquired Addicting Games, an innovator in casual gaming. The acquisition of Addicting Games
    delivers on Enthusiast Gaming’s buy and build growth strategy and expands the Company’s fan flywheel into casual
    gaming to own more monthly active users and viewers within the key Gen Z and Millennial demographics.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|September
    23, 2021 | The
    Company announced that it has deployed an initial invitation-only release of Project GG (“Project GG Alpha”).
    Project GG Alpha will serve as a test version of the gaming social network, while offering feedback to Enthusiast Gaming’s
    design and user experience teams. Project GG Alpha is expected to be live until early 2022, at which time Project GG will
    transition to a beta version.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|October
    21, 2021   | The
    Company announced new in-game purchasing opportunities, game updates, exclusive subscriber features, and Halloween-themed
    releases for Addicting Games’ most popular titles. The Company is releasing updates to a number of its casual gaming
    titles, including Little Big Snake, TypeRacer, ev.io, and mope.io.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|November
    4, 2021   | The
    Company announced that it will host two new conferences, Pocket Gamer Connects Digital NEXT and Beyond Games, from November
    15 - November 19, 2021, which will examine critical topics such as NFTs, blockchain gaming, and the metaverse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|November
    18, 2021  | The
    Company announced that unique visitor traffic to its digital media property in the United States reached an all-time high
    in October 2021, based on recent digital media ratings from Comscore, a leading third party media measurement and analytics
    company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|November
    23, 2021  | The
    Company announced it has acquired Outplayed, owners of U.GG, one of the largest League of Legends fan communities in the world.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|November
    29, 2021  | The
    Company announced the results of its second collaboration with Nielsen, to measure the total social reach and Twitch viewership
    of the Company’s Luminosity Gaming esports audience. Based on the results of the Nielsen study for the period of October
    1 - October 31, 2021, Luminosity Gaming’s esports audience delivered growth in viewership across all metrics on Twitch.
    Notably, hours watched on Twitch for Luminosity Gaming increased 20% over the previous study from July 2021. The Nielsen study
    also showed that Luminosity Gaming remained the number 1 ranked esports team on Twitch for hours watched, average concurrent
    viewers, and peak concurrent viewers in October 2021.                                                                                                                                                                                                                                                                                                           
|December
    2, 2021   | The
    Company announced it will relaunch its popular live event series Pocket Gamer Connects (“PGC”), with five live
    events spanning the globe in 2022, starting with PGC London from January 17-18, 2022. PGC provides an important platform for
    mobile gaming professionals to connect and interact, while providing industry-leading expert content and discussion around
    the mobile gaming space. PGC London 2022 will kick-off a year of live conferences that will be held in London, Seattle, Toronto,
    Helsinki, and Jordan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|December
    6, 2021   | The
    Company announced the appointment of Nicole Musicco to its Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|December
    16, 2021  | The
    Company is announced that it has entered into a credit facility with The Bank of Nova Scotia (“Scotiabank”). Under
    a commitment letter between the Company, as borrower, and certain Canadian and United States subsidiaries of the Company,
    as guarantors, and Scotiabank, as lender, the Company will obtain an operating facility with an initial limit of up to $5,000,000,
    subject to a borrowing base, and a term loan with an initial principal amount of up to $10,000,000 (collectively, the “Facilities”).
    The Facilities will be secured by substantially all of the assets of the Company and the guarantor subsidiaries. The Facilities
    will be used to repay the existing indebtedness owed by the Company under its existing revolving and term credit facilities
    and for general corporate purposes. The Company expects a significant reduction in monthly interest expense as a result of
    the replacement of the existing revolving and term credit facilities with the Facilities.
|January
    11, 2022   | The
    Company announced the new season of “Rising Stars,” a competition series that searches for the next great content
    creators. This season, e.l.f. Cosmetics (NYSE: ELF) will co-create the series with                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





17







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021

|                      | Enthusiast
    Gaming, to discover the next gaming superstars from colleges across the United States and Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|January
    17, 2022  | The
    Company provided an update on its most recent acquisition, League of Legends’ fan community U.GG, which was completed
    in November 2021. Since the beginning of the new League of Legends season on January 7, 2022, U.GG achieved a peak high of
    600,000 daily active users, with 1.1 million users visiting on the first weekend of the new season, from January 7 - January
    9, 2022. In addition, U.GG’s recently launched desktop app has been downloaded over 300,000 times since its launch in
    November 2021.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|January
    31, 2022  | The
    Company announced that its digital media property reached a record 51.8 million unique visitors in the United States in December
    2021, based on recent digital media ratings from Comscore (Comscore Media Metrix®, Desktop 2+ Mobile 13+, December 2021,
    U.S.). Enthusiast Gaming is joined by Twitch and Roblox as the only gaming companies to rank as Top 100 Internet Properties
    in 2021 (Comscore Media Metrix®, Desktop 2+ Mobile 13+, December 2021, U.S.).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|February
    15, 2022 | The
    Company announced the results of its latest custom study with Nielsen, to measure the total social reach and Twitch viewership
    of the Company’s Luminosity Gaming esports audience. The results of the latest custom Nielsen study for January 2022
    show that Luminosity Gaming’s total social following is now over 145 million globally, having grown 13% since the last
    study in October 2021. In addition, the hours watched for Luminosity Gaming’s esports team on Twitch surpassed 32 million
    globally in January, an increase of 34% since the last study. The results mean that Luminosity Gaming has significantly increased
    its margin as the world’s most watched esports team on Twitch, with hours watched now 50% greater than the nearest esports
    competitor.                                                                                                                                                                                                          
|March
    2, 2022     | The
    Company announced a multi-year partnership with Hut 8 Mining Corp. (NASDAQ: HUT; TSX: HUT) (“Hut 8”), one of North
    America’s largest innovation-focused digital asset mining pioneers, supporting open and decentralized systems since
    2018. The partnership marks the first time Hut 8 has come together with a gaming and esports organization, and Enthusiast
    Gaming’s first partnership with a digital asset miner. As ambitious leaders at the intersection of gaming and digital
    asset mining, Enthusiast Gaming and Hut 8 will collaborate on new experiences and content within mobile and blockchain gaming,
    Web 3.0, NFTs, and cryptocurrency. To kick off the partnership, Enthusiast Gaming will release a significant update to its
    first-person shooter game EV.IO, featuring Hut 8 as a presenting sponsor. Hut 8 will also become a sponsor of Luminosity Gaming,
    the top esports organization on Twitch with a social following of more than 145 million globally.
|March
    15, 2022    | The
    Company announced a partnership with Fractal, an NFT marketplace co-founded by Justin Kan, co-founder of Twitch. The
    partnership marks Enthusiast Gaming’s first with an NFT marketplace, and will see NFTs integrated into one of the Company’s
    HTML5-based games for the first time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|March
    22, 2022    | The
    Company announced that its digital media property ranked as the largest property in the Games category in the United Kingdom
    and Canada, based on recent digital media ratings from Comscore, a leading third-party media measurement firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|March 24, 2022        | The Company announced a renewed partnership deal with ExitLag. ExitLag will continue to leverage the Company’s extensive Gen
Z and Millennial reach, as the Latin America software developer builds its customer base in the United States, with its proprietary technology
to improve routing connections for gamers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



OVERALL
PERFORMANCE



The
comparative three months ended December 31, 2020 results below were prior to the Mergers and Acquisitions of Vedatis, Tabwire,
GameKnot, Addicting Games, and Outplayed. Vedatis was acquired on May 1, 2021, Tabwire was acquired on June 21, 2021, GameKnot was
acquired on August 30, 2021, Addicting Games was acquired on September 3, 2021, and Outplayed was acquired on November 22, 2021. The
operating results of these acquired entities have been included in the Company’s consolidated financial statements from the
date of their respective acquisition.





18







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



Summary
of Financial and Operating Results



For
the Three Months Ended December 31, 2021 and 2020



Selected
financial information for the Company for the indicated period is provided below:

|                                                   | Three
    Months EndedDecember 31, 2021 | Three
    Months EndedDecember 31, 2020
|-------------------------------------------------- | --------------------------------------- | ---------------------------------------
|                                                   | $                                       | $                                      
|Total
    revenue                                  | 56,942,443                              | 42,471,103                             
|Cost
    of sales                                  | 43,243,618                              | 34,376,977                             
|Gross
    profit                                   | 13,698,825                              | 8,094,126                              
|Interest
    income                                | (983)                                   | (10,853)                               
|Operating
    expenses                             | 25,679,125                              | 15,524,904                             
|Net
    loss and comprehensive loss for the period | (12,861,272)                            | (6,949,471)                            
|Net
    loss per share – basic and diluted         | (0.10)                                  | (0.06)                                 



Revenue
for the three months ended December 31, 2021 and 2020, was $56,942,443 and $42,471,103, respectively. The table below provides
a breakdown of revenue for the indicated period:

|                                  |                                         |                                        
|--------------------------------- | --------------------------------------- | ---------------------------------------
|                                  | Three
    Months EndedDecember 31, 2021 | Three
    Months EndedDecember 31, 2020
|                                  | $                                       | $                                      
|Media
    and content (a)         | 53,299,626                              | 39,576,494                             
|Esports
    and entertainment (b) | 595,759                                 | 1,233,413                              
|Subscriptions
    (c)             | 3,047,058                               | 1,661,196                              
|Total
    revenue                 | 56,942,443                              | 42,471,103                             



Notes:



| | (a) | Media
                                         and content revenue predominantly consists of advertising revenue on the Company’s
                                         web, video, and casual gaming platforms, and content licensing revenue. Q4 2021 media
                                         and content revenue attributable to Omnia is $36.4 million, which increased $4.3 million
                                         compared to $32.1 million in Q4 2020. This increase is mainly attributable to a YouTube
                                         revenue per thousand impressions (“RPM”) which was 24% higher in Q4 2021
                                         compared to Q4 2020. Q4 2021 media and content revenue excluding Omnia is $16.9 million,
                                         which increased $9.4 million compared to $7.5 million in Q4 2020, excluding Omnia. The
                                         increase in media and content revenue for Q4 2021, when excluding Omnia, is mainly due
                                         to an increase in direct sales attributable to the web platform in Q4 2021, a net increase
                                         of 25 new partner websites added to the web platform in 2021, a web RPM which was 41%
                                         higher in Q4 2021 compared to Q4 2020, and the 2021 Mergers and Acquisitions which contributed
                                         $3.3 million to Q4 2021 media and content revenue. The Company added a new team of staff
                                         members in Q1 and Q2 2021 who are focused on optimizing the web network, which contributed
                                         to the increase in the web RPM in Q4 2021. The new partner websites added to the web
                                         platform have more favorable commercial terms for the Company when compared to legacy
                                         partner websites, resulting in lower cost of sales as a percentage of media and content
                                         revenue attributable to the web platform, which along with the increase in direct sales
                                         and the 2021 Mergers and Acquisitions, are the main drivers for the increase in gross
                                         profit as a percent of total revenue from 19.1% in Q4 2020 to 24.1% in Q4 2021. Video
                                         views were 6.7 billion in Q4 2021, compared to 7.3 billion in Q4 2020. Q4 2020 video
                                         views were noticeably higher which the Company attributes to the COVID-19 pandemic and
                                         the related stay-at-home orders being enacted by governments worldwide, combined with
                                         the closing of schools in most jurisdictions. Web pageviews were 2.9 billion in Q4 2021
                                         compared to 2.5 billion in Q4 2020, driven by increased web traffic, the 2021 Mergers
                                         and Acquisitions, and by the 25 additional partner websites added in 2021.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





19







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



Summary
of Financial and Operating Results (Continued)



For
the Three Months Ended December 31, 2021 and 2020 (Continued)



| | (b) | Esports
                                         revenue is generated through the provision of management services to other esports entities,
                                         sponsorships, prize money, merchandise sales, and other esports related sources. Entertainment
                                         revenue mainly relates to Pocket Gamer Connects mobile gaming events which occur throughout
                                         each year and the EGLX event which typically occurs in Q4 of each year. Entertainment
                                         revenue decreased to $0.2 million in Q4 2021 compared to $0.5 million in Q4 2020. The
                                         decrease is mainly attributable to $Nil management service revenue being earned in Q4
                                         2021, compared to $0.4 million of management service revenue in Q4 2020, due to the termination
                                         of Management Services Agreement with AIG eSports LP on April 1, 2021 (see Related
                                         Party Transactions).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Subscription
                                         revenue is generated from paid subscribers on the Company’s web properties TSR,
                                         The Escapist, Siliconera, Icy Veins, Tabstats, GameKnot, Addicting Games, Shockwave,
                                         TeachMe, TypeRacer, Little Big Snake, and U.GG. As at December 31, 2021, the Company
                                         has approximately 220,000 paid subscribers, compared to approximately 122,000 paid subscribers
                                         as at December 31, 2020. The increase in subscription revenue is primarily attributable
                                         to an increase in paid subscribers on TSR and the 2021 Merger and Acquisitions. TSR had
                                         approximately 130,000 paid subscribers as at December 31, 2020, this number increased
                                         to approximately 172,000 paid subscribers as at December 31, 2021. TSR’s subscribers
                                         pay on average approximately USD$4 per month to access its VIP features. The cost of
                                         sales attributable to subscription revenue is nominal.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating
expenses for the three months ended December 31, 2021 and 2020 were $25,679,125 and $12,524,904 respectively. The table below
provides a breakdown of operating expenses for the indicated period:

|                                                        |                                          |                                        
|------------------------------------------------------- | ---------------------------------------- | ---------------------------------------
|                                                        | Three
    Months Ended December 31, 2021 | Three
    Months EndedDecember 31, 2020
|                                                        | $                                        | $                                      
|Professional
    fees (a)                               | 687,493                                  | 809,201                                
|Consulting
    fees (b)                                 | 1,479,927                                | 2,079,999                              
|Advertising
    and promotion (c)                       | 581,620                                  | 707,183                                
|Office
    and general (d)                              | 2,135,639                                | 800,876                                
|Salaries
    and wages (e)                              | 8,371,476                                | 3,940,045                              
|Technology
    support, web development and content (f) | 3,400,188                                | 1,336,671                              
|Esports
    player, team and game expenses (g)          | 887,187                                  | 1,202,012                              
|Foreign
    exchange loss (h)                           | 57,205                                   | 57,562                                 
|Share-based
    compensation (i)                        | 4,228,195                                | (54,828)                               
|Amortization
    and depreciation (j)                   | 3,850,195                                | 1,646,183                              
|Total
    operating expenses                            | 25,679,125                               | 12,524,904                             
|                                                        |                                          |                                        

Notes:



| | (a) | Professional
                                         fees relate to corporate activities and are mainly comprised of legal, audit, tax and
                                         accounting fees. Professional fees decreased during Q4 2021 as compared to Q4 2020 due
                                         to less corporate activity relating to financing activities.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Consulting
                                         fees include fees pursuant to the Master Services Agreement with the Vancouver Arena
                                         Limited Partnership (see Related Party Transactions) and include management consultants,
                                         investor relations services, and technology and data evaluation services. The decrease
                                         in consulting fees is primarily attributable to the termination of the Master Services
                                         Agreement with Vancouver Arena Limited Partnership on April 1, 2021.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Advertising
                                         and promotion expense relates to corporate marketing, brand marketing, and brand ambassadors.
                                         Advertising and promotion fees decreased in Q4 2021 by $0.1 million as compared to Q4
                                         2020 largely due to a decrease in corporate and brand marketing initiatives in Q4 2021
                                         compared to Q4 2020.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





20







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



Summary
of Financial and Operating Results (Continued)



For
the Three Months Ended December 31, 2021 and 2020 (Continued)



| | (d) | Office
                                         and general costs increased in Q4 2021, mainly due to substantial increases in insurance
                                         expense relating to the listing of the Company’s common shares on the Nasdaq. The
                                         Company also incurred listing/sustaining fees as a result of the Nasdaq listing which
                                         are recognized into office and general costs. These expenses commenced in April 2021
                                         and are expected to continue to be incurred. The Company maintains two offices in Toronto,
                                         Ontario, two offices in Los Angeles, California, and one office in Austin, Texas. Two
                                         of these offices were added in 2021 as part of the 2021 Mergers and Acquisitions. Occupancy
                                         costs are included in office and general.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | The
                                         Company has a staff of approximately 200 employees as at December 31, 2021, compared
                                         to a staff of approximately 90 employees as of December 31, 2020. The Company continues
                                         to hire additional staff to support its growth. A significant portion of the increase
                                         in staffing levels is attributable to the hiring of content, sales, and sales support
                                         employees. The acquisition of Tabwire and the commencement of Project GG in Q2 2021 resulted
                                         in approximately 10 additional staff being added to the Company, the acquisition of Addicting
                                         Games in Q3 2021 resulted in approximately 10 additional staff being added to the Company,
                                         and the acquisition of Outplayed in Q4 2021 resulted in approximately 10 additional staff
                                         being added to the Company. Furthermore, the increase was contributed to the Company
                                         adding a number of senior level roles in 2020 and 2021, including a C level, and several
                                         EVP, SVP, and VP level positions. Salaries and wages also include commissions on direct
                                         sales. Increased direct sales contributed to the increase in salaries and wages as direct
                                         sales were $8.8 million in Q4 2021 compared to $3.3 million in Q4 2020.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | Technology
                                         support, web development and content costs relate solely to the media and content division
                                         of the Company. The increase was contributed to by increased content and design costs
                                         incurred relating to the launch of new web and video properties, as well as other content
                                         initiatives that included live content events, including Rising Stars and Gamers Greatest
                                         Talent, and the integration of acquired entities in 2021.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | Esports
                                         player, team and game expenses relate to primarily to Luminosity Gaming, including but
                                         not limited to player and influencer salaries, team housing and team travel. Esports
                                         player, team and game expenses decreased in Q4 2021 primarily relating to non-recurring
                                         expense recoveries on the expiration of certain contracts. The decrease in this expense
                                         is expected to be temporary.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | The
                                         Company and its subsidiaries commonly transact and carry assets and liabilities in currencies
                                         other than their respective functional currencies. Foreign exchange gains or losses are
                                         caused by movements in exchange rates. Therefore, the Company expects continued gains
                                         and losses due to fluctuating exchange rates.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | Share-based
                                         compensation is a non-cash expense which relates to options and restricted share units
                                         granted to directors, officers, employees, and consultants of the Company, which are
                                         expensed over their respective vesting periods. Share-based compensation expense increased
                                         significantly in Q4 2021 due to stock options and restricted share units issued in January
                                         2021 and April 2021. In January 2021, the Company issued 743,671 options and 1,251,162
                                         restricted share units. In April 2021, the Company issued 855,234 options and 1,242,577
                                         restricted share units. No options or restricted share units were issued in fiscal 2020,
                                         and during this period, there were no restricted share units outstanding, and limited
                                         unvested stock options. The Company’s restricted share unit plan was adopted in
                                         January 2021. During the three months ended December 31, 2020, certain share-based compensation
                                         amounts were reversed due to forfeitures.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (j) | Amortization
                                         and depreciation is significantly comprised of amortization of intangible assets arising
                                         from the Mergers and Acquisitions. Amortization and depreciation expense increased in
                                         Q4 2021 mainly due to the amortization of intangible assets recognized upon the acquisition
                                         of Vedatis and Tabwire in Q2 2021, GameKnot and Addicting Games in Q3 2021, and Outplayed
                                         in Q4 2021.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





21







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



The
comparative year ended December 31, 2020 results below were prior to the Merger and Acquisitions of Vedatis, Tabwire, GameKnot,
Addicting Games, and Outplayed. Vedatis was acquired on May 1, 2021, Tabwire was acquired on June 21, 2021, GameKnot was acquired
on August 30, 2021, Addicting Games was acquired on September 3, 2021, and Outplayed was acquired on November 22, 2021. The comparative
year ended December 31, 2020 include the operating results of Omnia for approximately four months as Omnia was acquired on August
30, 2020.



The
comparative year ended December 31, 2019, results below include the operating results of Luminosity Gaming for approximately four
months as Luminosity Gaming was acquired August 27, 2019, include the operating results of Enthusiast Properties for approximately
four months as Enthusiast Properties was acquired August 30, 2019, and include the operating results of Steel Media for approximately
three months as Steel Media was acquired on October 3, 2019.



The
operating results of these acquired entities have been included in the Company’s consolidated financial statements from
the date of their respective acquisition.



Summary
of Financial and Operating Results



For
the Years Ended December 31, 2021, 2020 and 2019



Selected
financial information for the Company for the indicated year is provided below:

|                                                 | Year
                                         Ended
        December
        31, 2021 | Year
                                         Ended
        December
        31, 2020 | Year
                                         Ended
        December
        31, 2019
|------------------------------------------------ | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------
|                                                 | $                                                                                     | $                                                                                     | $                                                                                    
|Total
    revenue                                | 167,364,286                                                                           | 72,963,481                                                                            | 12,209,326                                                                           
|Cost
    of sales                                | 129,589,540                                                                           | 54,294,967                                                                            | 7,245,000                                                                            
|Gross
    profit                                 | 37,774,746                                                                            | 18,668,514                                                                            | 4,964,326                                                                            
|Interest
    income                              | (51,529)                                                                              | (102,158)                                                                             | (677,276)                                                                            
|Operating
    expenses                           | 85,319,083                                                                            | 35,520,104                                                                            | 25,399,717                                                                           
|Net
    loss and comprehensive loss for the year | (51,564,884)                                                                          | (26,896,982)                                                                          | (78,456,349)                                                                         
|Net
    loss per share – basic and diluted       | (0.43)                                                                                | (0.32)                                                                                | (2.07)                                                                               



Revenue
for the years ended December 31, 2021, 2020 and 2019, was $167,364,286, $72,963,481 and $12,209,326, respectively. The table below
provides a breakdown of revenue for the indicated year:

|                                  |                                                                               |                                                                                       |                                                                                      
|--------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------
|                                  | Year
                                         Ended
        December
31, 2021 | Year
                                         Ended
        December
        31, 2020 | Year
                                         Ended
        December
        31, 2019
|                                  | $                                                                             | $                                                                                     | $                                                                                    
|Media
    and content (a)         | 152,444,727                                                                   | 60,887,990                                                                            | 6,725,067                                                                            
|Esports
    and entertainment (b) | 5,483,444                                                                     | 5,906,613                                                                             | 4,230,922                                                                            
|Subscriptions
    (c)             | 9,436,115                                                                     | 6,168,878                                                                             | 253,337                                                                              
|Total
    revenue                 | 167,364,286                                                                   | 72,963,481                                                                            | 12,209,326                                                                           





22







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



Summary
of Financial and Operating Results (Continued)



For
the Years Ended December 31, 2021, 2020 and 2019 (Continued)



Notes:



| | (a) | Media
                                         and content revenue predominantly consists of advertising revenue on the Company’s
                                         web, video and casual gaming platforms, and content licensing revenue. The web platform
                                         relates to Enthusiast Properties, the video platform relates to Omnia and the casual
                                         gaming platform relates to Addicting Games. The increase in media and content revenue
                                         for the year ended December 31, 2021, is mainly attributable to the acquisition of Omnia
                                         which occurred in Q3 2020 (August 30, 2020). For the year ended December 31, 2021, media
                                         and content revenue attributable to Omnia was $113.4 million. For the year ended December
                                         31, 2021, media and content revenue, excluding Omnia, was $39.1 million, which increased
                                         $19.2 million compared to $19.9 million for the year ended December 31, 2020, excluding
                                         Omnia. The increase in media and content revenue for the year ended December 31, 2021,
                                         when excluding Omnia, is mainly due to an increase in direct sales attributable to the
                                         web platform during the year ended December 31, 2021, a net increase of 25 new partner
                                         websites added to the web platform in the year ended December 31, 2021, a web RPM which
                                         was 75% higher in the year ended December 31, 2021 as compared to year ended December
                                         31, 2020, and the 2021 Mergers and Acquisitions which contributed $3.9 million to media
                                         and content revenue in 2021. The web RPM for the year ended December 31, 2020, was noticeably
                                         lower which the Company attributes to the onset of the COVID-19 pandemic and its effects
                                         on the prices of digital advertisements, which have recovered during the year ended December
                                         31, 2021. The Company also added a new team of staff members in Q1 and Q2 2021 who are
                                         focused on optimizing the web network, which contributed to the increase in the web RPM
                                         for the year ended December 31, 2021.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
new partner websites added to the web platform have more favourable commercial terms for the Company when compared to legacy partner
websites, resulting in lower cost of sales as a percentage of media and content revenue attributable to the web platform. This
impact was marginally offset by the acquisition of Omnia in Q3 2020. The video platform has higher cost of sales as a percentage
of revenue when compared to the web platform, and the video platform generates significantly more revenue than the web platform,
which impacts gross profit. The new partner websites added to the web platform with more favourable terms and the increase in
direct sales offset the impact on gross profit from the acquisition of Omnia which are the main drivers for the change in gross
profit as a percent of total revenues increasing to 25.6% in the year ended December 31, 2020, compared to 22.6% in the year ended
December 31, 2021. Video views were 29.1 billion in the year ended December 31, 2021, compared to 31.7 billion (pro-forma) in
the year ended December 31, 2020. Video views for the year ended December 31, 2020, were noticeably higher which the Company attributes
to the onset of the COVID-19 pandemic and the related stay-at-home orders being enacted by governments worldwide, combined with
the closing of schools in most jurisdictions.



The
increase in media and content revenue for the year ended December 31, 2020, as compared to December 31, 2019, was mainly attributable
to the acquisitions of Enthusiast Properties on August 30, 2019, and Omnia on August 30, 2020.



| | (b) | Esports
                                         revenue is generated through the provision of management services to other esports entities,
                                         sponsorships, prize money, merchandise sales, and other esports related sources. Entertainment
                                         revenue mainly relates to Pocket Gamer Connects mobile gaming events which occur throughout
                                         each year and the EGLX event which typically occurs in Q4 of each year. The decrease
                                         in esports and entertainment revenue was caused by entertainment revenue decreasing from
                                         $3.4 million for the year ended December 31, 2020, to $1.7 million for the year ended
                                         December 31, 2021, a decrease of $1.7 million. This decrease is mainly due to the Company’s
                                         largest annual event (by revenue), Pocket Gamer Connects London, not being held as a
                                         live event in January 2021 due to public health restrictions in the United Kingdom relating
                                         to the COVID-19 pandemic. In Q1 2021, Pocket Gamer Connects London was held as a virtual
                                         event while in Q1 2020 it was a live event. This resulted in significantly less revenue
                                         earned from Pocket Gamer Connects London 2021 compared to the same event in 2020 as the
                                         selling price for attendance at virtual events is considerably lower than live events,
                                         and there are less sponsorship opportunities for virtual events. This decrease is also
                                         attributable to the EGLX event not occurring in Q4 2021.The move to virtual events
                                         also results in a decrease in cost of sales as costs incurred for virtual events are
                                         significantly less than live events.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





23







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



Summary
of Financial and Operating Results (Continued)



For
the Years Ended December 31, 2021, 2020 and 2019 (Continued)



(b)   (Continued)



Esports
revenue increased to $3.8 million for the year ended December 31, 2021, compared to $2.5 million for the year ended December 31,
2020. The increase is mainly attributable to sponsorship revenue earned in the year ended December 31, 2021, of $3.3 million compared
to $0.5 million in the year ended December 31, 2020, an increase of $2.8M sourced through direct sales efforts. This increase
in esports revenue was offset by $0.4 million management service revenue being earned in the year ended December 31, 2021, compared
to $1.5 million of management service revenue being earned in the year ended December 31, 2020, this decrease is due to the termination
of Management Services Agreement with AIG eSports LP on April 1, 2021 (see Related Party Transactions). This increase in
esports revenue was also offset by $Nil buy-out revenue being earned in the year ended December 31, 2021, compared to $0.2 million
of buy-out revenue in the year ended December 31, 2020.



| | (c) | Subscription
                                         revenue is generated from paid subscribers on the Company’s web properties TSR,
                                         The Escapist, Siliconera, Icy Veins, Tabstats, GameKnot, Addicting Games, Shockwave,
                                         TeachMe, TypeRacer, Little Big Snake and U.GG. As at December 31, 2021, the Company has
                                         approximately 220,000 paid subscribers, compared to approximately 122,000 paid subscribers
                                         as at December 31, 2020. The increase in subscription revenue is primarily attributable
                                         to an increase in paid subscribers on TSR and the 2021 Mergers and Acquisitions. TSR
                                         had approximately 122,000 paid subscribers as at December 31, 2020, this number increased
                                         to approximately 172,000 paid subscribers as at December 31, 2021. TSR’s subscribers
                                         pay on average approximately USD$4 per month to access its VIP features. The cost of
                                         sales attributable to subscription revenue is nominal.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
increase in subscription revenue for the year ended December 31, 2020, as compared to December 31, 2019, was mainly attributable
to the acquisitions of Enthusiast Properties on August 30, 2019.



Operating
expenses for the years ended December 31, 2021, 2020 and 2019 were $85,319,083, $35,520,104 and $25, 399,717 respectively. The
table below provides a breakdown of operating expenses for the indicated year:

|                                                        |                                                                                       |                                                                                       |                                                                                      
|------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------
|                                                        | Year
                                         Ended
        December
        31, 2021 | Year
                                         Ended
        December
        31, 2020 | Year
                                         Ended
        December
        31, 2019
|                                                        | $                                                                                     | $                                                                                     | $                                                                                    
|Professional
    fees (a)                               | 3,073,330                                                                             | 2,273,088                                                                             | 1,174,890                                                                            
|Consulting
    fees (b)                                 | 4,591,688                                                                             | 5,805,134                                                                             | 6,793,925                                                                            
|Advertising
    and promotion (c)                       | 3,047,149                                                                             | 1,409,084                                                                             | 2,104,622                                                                            
|Office
    and general (d)                              | 6,972,055                                                                             | 2,878,813                                                                             | 1,371,821                                                                            
|Salaries
    and wages (e)                              | 25,140,326                                                                            | 9,131,447                                                                             | 1,794,054                                                                            
|Technology
    support, web development and content (f) | 10,640,184                                                                            | 4,734,548                                                                             | 1,144,534                                                                            
|Esports
    player, team and game expenses (g)          | 5,497,165                                                                             | 3,446,652                                                                             | 1,728,525                                                                            
|Foreign
    exchange gain (h)                           | (2,079,774)                                                                           | (13,832)                                                                              | 239,828                                                                              
|Share
    based compensation (i)                        | 18,918,489                                                                            | 818,383                                                                               | 6,113,644                                                                            
|Amortization
    and depreciation (j)                   | 9,518,471                                                                             | 5,036,787                                                                             | 2,933,874                                                                            
|Total
    operating expenses                            | 85,319,083                                                                            | 35,520,104                                                                            | 25,399,717                                                                           
|                                                        |                                                                                       |                                                                                       |                                                                                      

Notes:



| | (a) | Professional
                                         fees relate to corporate activities and are mainly comprised of legal, audit, tax, and
                                         accounting fees. Professional fees increased during the year ended December 31, 2021,
                                         due to fees incurred relating to the registration of the Company with the SEC, the listing
                                         of the Company’s common shares on the Nasdaq, the February Offering, and the June
                                         Offering (see Share Capital).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Consulting
                                         fees include fees pursuant to the Master Services Agreement with the Vancouver Arena
                                         Limited Partnership (see Related Party Transactions) and include management consultants,
                                         investor relations services, and technology and data evaluation services. The termination
                                         of the Master Services Agreement with Vancouver Arena Limited Partnership on April 1,
                                         2021, was the primary cause of the $1.2 million decrease in consulting fees for the year
                                         ended December 31, 2021 compared to the year ended December 31, 2020. This decrease was
                                         offset by an increase in the numbers of consultants in the year ended December 31, 2021,
                                         as compared to the year ended December 31, 2020.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





24







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



Summary
of Financial and Operating Results (Continued)



For
the Years Ended December 31, 2021, 2020 and 2019 (Continued)



| | (c) | Advertising
                                         and promotion expense relates to corporate marketing, brand marketing, and brand ambassadors.
                                         Advertising and promotion fees increased in the year ended December 31, 2021, by $1.6
                                         million as compared to the year ended December 31, 2020, largely due to corporate and
                                         brand marketing initiatives which had not yet fully commenced in the year ended December
                                         31, 2020.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Office
                                         and general costs increased during the year ended December 31, 2021, mainly due to substantial
                                         increases in insurance expense relating to the listing of the Company’s common
                                         shares on the Nasdaq. The Company also incurred additional listing fees, regulatory filing
                                         fees, and transfer agent fees as a result of the Nasdaq listing. These expenses commenced
                                         in April 2021 and are expected to continue to be incurred. The Company maintains two
                                         offices in Toronto, Ontario, two offices in Los Angeles, California and one office in
                                         Austin, Texas. Two of these offices were added in 2021 as part of the 2021 Mergers and
                                         Acquisitions. Occupancy costs are included in office and general.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | The
                                         Company has a staff of approximately 200 employees as at December 31, 2021, compared
                                         to a staff of approximately 90 employees as of December 31, 2020. The Company continues
                                         to hire additional staff to support its growth. A significant portion of the increase
                                         in staffing levels is attributable to the hiring of content, sales, and sales support
                                         employees. Additionally, the acquisition of Omnia in Q3 2020 resulted in approximately
                                         40 additional staff being added to the Company, the acquisition of Tabwire and the commencement
                                         of Project GG in Q2 2021 resulted in approximately 10 additional staff being added to
                                         the Company, the acquisition of Addicting Games in Q3 2021 resulted in approximately
                                         10 additional staff being added to the Company, and the acquisition of Outplayed in Q4
                                         2021 resulted in approximately 10 additional staff being added to the Company. Furthermore,
                                         the increase was contributed to the Company adding a number of senior level roles in
                                         2020 and 2021, including a C level, and several EVP, SVP, and VP level positions. The
                                         Company also commenced an annual short-term incentive plan for employees in Q4 2020,
                                         which contributed to the increased salaries and wages. Salaries and wages also include
                                         commissions on direct sales. Increased direct sales contributed to the increase in salaries
                                         and wages as direct sales were $22.2 million for the year ended December 31, 2021, compared
                                         to $5.0 million for the year ended December 31, 2020.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | Technology
                                         support, web development and content costs relate solely to the media and content division
                                         of the Company. The increase was contributed to by increased content and design costs
                                         incurred relating to the launch of new web and video properties, as well as other content
                                         initiatives that included live content events, including Rising Stars and Gamers Greatest
                                         Talent, and the integration of acquired entities in 2021.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | Esports
                                         player, team and game expenses relate to primarily to Luminosity Gaming, including but
                                         not limited to player and influencer salaries, team housing and team travel. Esports
                                         player, team and game expenses increased for the year ended December 31, 2021, primarily
                                         relating to players and influencers salaries. The current roster of players and influencers
                                         during the year ended December 31, 2021, is comprised of more notable players and influencers
                                         compared to the year ended December 31, 2020, who are compensated at higher levels.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | The
                                         Company and its subsidiaries commonly transact and carry assets and liabilities in currencies
                                         other than their respective functional currencies. Foreign exchange gains or losses are
                                         caused by movements in exchange rates. Therefore, the Company expects continued gains
                                         and losses due to fluctuating exchange rates. The gain for the year ended December 31,
                                         2021, is related to a strengthening of the US dollar compared to the Canadian dollar
                                         between the date of the closing of the June Offering and December 31, 2021. The proceeds
                                         of the June Offering were received in USD, see Share Capital.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | Share-based
                                         compensation is a non-cash expense which relates to options and restricted share units
                                         granted to directors, officers, employees, and consultants of the Company, which are
                                         expensed over their respective vesting periods. Share-based compensation expense increased
                                         significantly for the year ended December 31, 2021, due to stock options and restricted
                                         share units issued in January 2021 and April 2021. In January 2021, the Company issued
                                         743,671 options and 1,251,162 restricted share units. In April 2021, the Company issued
                                         855,234 options and 1,242,577 restricted share units. No options or restricted share
                                         units were issued during the year December 31, 2021, and during that period, there were
                                         no restricted share units outstanding, and limited unvested stock options. The Company’s
                                         restricted share unit plan was adopted in January 2021.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





25







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






OVERALL
PERFORMANCE (Continued)



Summary
of Financial and Operating Results (Continued)



For
the Years Ended December 31, 2021, 2020 and 2019 (Continued)



| | (j) | Amortization
                                         and depreciation is significantly comprised of amortization of intangible assets arising
                                         from the Mergers and Acquisitions. Amortization and depreciation increased for the year
                                         ended December 31, 2021, mainly due to the amortization of intangible assets recognized
                                         upon the acquisition of Omnia in Q3 2020, Vedatis and Tabwire in Q2 2021, GameKnot and
                                         Addicting Games in Q3 2021, and Outplayed in Q4 2021.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SELECT
PRO FORMA OPERATING METRICS



The
Company completed the acquisition of Omnia on August 30, 2020. Financial results include the results of Omnia from the date of
the closing of their respective acquisition transactions. References to “pro forma” figures below will assume the
acquisition of Omnia took place on the first day of the respective period. “Web pageviews” relate to Enthusiast Properties,
“Video views” relate to Omnia, and “Paid Subscribers” relates to TSR, The Escapist, and Siliconera. Paid
subscribers for Vedatis and Tabwire are included beginning in Q2 2021, paid subscribers for GameKnot and Addicting Games are included
beginning in Q3 2021, and paid subscribers for U.GG are included beginning in Q4 2021. The Company is providing pro forma quarterly
information as the acquisition of Omnia reduces the comparability of year-over-year figures. The figures below do not include
pro forma adjustments for Vedatis, Tabwire, GameKnot, Addicting Games and Outplayed.

|Quarterly
    Select Pro Forma Operating Metrics      
|------------------------------------------------------
|Pro
    Forma for the Omnia Acquisition               
|                                                      
|Total
    Views (millions)                            
|Web
    pageviews                                     
|Video
    views                                       
|Paid
    Subscribers (thousands – as at end of period)

Web
pageviews, which relate historically to Enthusiast Properties, have increased steadily over the last eight quarters. The Company
continually grows existing properties and creates or acquires new properties, and adds new partner properties, to the web platform.
The significant increase in web pageviews in Q2 2020 was, in the belief of Management, caused by global stay-at-home orders being
enacted by governments worldwide, combined with the closing of schools in most jurisdictions, in reaction to the COVID-19 pandemic.
The Company’s audience was spending additional time on the Company’s platforms, resulting in a significant increase
in pageviews. As these public health restrictions were eased in Q3 2020, the number of pageviews declined, and remained relatively
constant in Q4 2020 through Q3 2021. Web pageviews began to rise again in Q4 2021.



Video
views relate historically to Omnia which was acquired in Q3 2020. At the time of the acquisition of Omnia, video views were relatively
steady at approximately 6.9 billion. The significant increase in video views in Q2 2020 was, in the belief of Management, caused
by global stay-at-home orders being enacted by governments worldwide, combined with the closing of schools in most jurisdictions,
in reaction to the COVID-19 pandemic. The Company’s audience was spending additional time on the Company’s platforms,
resulting in a significant increase in video views. As these public health restrictions were eased in Q3 2020, the number of video
views declined. The decline in video views continued into Q4 2020, before stabilizing in Q1 2021 at approximately 7.3 billion.
The video views increased to 7.9 billion in Q2 2021, due to increased traffic to the Company’s Arcade Cloud video properties,
a number of new Snapchat channels being launched by the Company in Q2 2021 (including Livestream Failsand Blox Buddies),
and from additional partner channels being added to the Company’s video platform in Q1 and Q2 2021. The video views decreased
to 7.2 billion in Q3 2021, which the Company attributed to students returning back to school in Q3 2021. The video views have
decreased to 6.7 billion in Q4 2021, which the Company attributes to the Company shifting to video properties with a higher yield
and the lingering effect of students returning to school and the continued easing of COVID-19 pandemic restrictions.





26







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






SELECT
PRO FORMA OPERATING METRICS (Continued)



Paid
subscribers relate primarily to TSR. TSR was acquired by Enthusiast Properties in Q1 2019. In Q4 2019 the Company began initiatives
to increase the numbers of paid subscribers, including pricing analysis, promotional events, and marketing initiatives. The significant
increase in paid subscribers in Q1 and Q2 2020 was, in the belief of Management, caused by global stay-at-home orders being enacted
by governments worldwide, combined with the closing of schools in most jurisdictions, in reaction to the COVID-19 pandemic. This
increased the amount of traffic on TSR, resulting in additional paid subscribers. In Q3 and Q4 2020 the Company established a
team of employees focused exclusively on subscription efforts, and the Company attributes the additional increase in the number
of paid subscribers observed in Q4 2020 and Q1 2021 to Q4 2021 primarily to these initiatives as well as the 2021 Mergers and
Acquisitions of Vedatis, Tabwire, GameKnot, Addicting Games, and Outplayed. Approximately 48,000 paid subscribers were added from
the 2021 Mergers and Acquisitions of Vedatis, Tabwire, GameKnot, Addicting Games, and Outplayed.



QUARTERLY
RESULTS OF OPERATIONS



|                                       | Q1
    2020 | Q2
    2020 | Q3
    2020 | Q4
    2020 | Q1
    2021  | Q2
    2021  | Q3
    2021  | Q4
    2021 
|-------------------------------------- | ----------- | ----------- | ----------- | ----------- | ------------ | ------------ | ------------ | ------------
|                                       | $           | $           | $           | $           | $            | $            | $            | $           
|Total
    revenue                      | 7,134,336   | 7,029,096   | 16,328,946  | 42,471,103  | 30,022,335   | 37,057,601   | 43,341,907   | 56,942,443  
|Interest
    income                    | 61,523      | 15,007      | 14,775      | 10,853      | 18,320       | 22,911       | 9,315        | 983         
|Operating
    expenses                 | 7,325,729   | 7,491,479   | 8,177,992   | 12,524,904  | 18,734,942   | 19,550,684   | 21,354,332   | 25,679,125  
|Net
    loss and comprehensive loss    | (5,364,312) | (6,549,732) | (8,033,467) | (6,949,471) | (13,565,128) | (12,835,513) | (12,302,971) | (12,861,272)
|Loss
    per share – basic and diluted | (0.07)      | (0.09)      | (0.10)      | (0.06)      | (0.12)       | (0.11)       | (0.10)       | (0.10)      



In
Q3 2020 the Company completed the acquisition of Omnia, which caused the significant increases in total revenue and operating
expenses observed in Q3 and Q4 2020. The Company has been expanding its operations since the acquisition of Omnia in Q3 2020,
which is the primary driver of the increase in total revenue and operating expenses from Q4 2020 through Q4 2021. In Q2, Q3 and
Q4 2021, the Company completed the Mergers and Acquisitions of Vedatis, Tabwire, GameKnot, Addicting Games, and Outplayed, which
contributed to the increase in total revenue and operating expenses observed in Q2, Q3, and Q4 2021. The majority of the increase
in operating expenses from Q4 2020 to Q4 2021 relates to share-based compensation and amortization and depreciation. Q4 2021 share-based
compensation was $4.2 million, compared to a recovery of $0.1 million in Q4 2020. Q4 2021 amortization and depreciation was $3.9
million, compared to $1.6 million in Q4 2020.



For
the closing dates of the Mergers and Acquisitions, see Description of Enthusiast Gaming Holdings.



Period-to-period
results are also impacted by certain operating metrics (see Select Pro Forma Operating Metrics) and seasonality (see Seasonality).





27







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






SEASONALITY



The
Company’s media and content division is impacted by seasonality which is linked to advertiser spend and consumer events.
Advertising seasonality is driven by two main factors, RPM and traffic, which are interlinked factors that are tied to seasonal
periods of time throughout the year. These seasonal periods of time are linked to cultural holidays, commercial holidays, or ad
hoc events (e.g., election years).



Advertiser
spend is impacted by their annual budgets, financial year-end date, cultural holidays, commercial holidays, ad hoc events, new
brands, new campaigns and new products. Advertiser spend normally increases significantly for consumer spending events such as
Black Friday, Christmas, Back to School, Valentine’s Day, and Easter which result in a corresponding increase in RPM. Advertiser
spend increases substantially in Q4 as Black Friday and the December holiday season approaches. Advertiser spend can differ from
consumer spend as consumers have different spending patterns and important events.



Q1
is typically the slowest part of the year as most spending occurs in Q4. As a result, Q1 normally reports the lowest media and
content revenue and Q4 the highest media and content revenue. Q2 and Q3 media and content revenue varies depending on an advertiser’s
financial year end, budgeted advertiser spends remaining and new brands, campaigns, and products being promoted.



Due
to seasonality, the results of operations for any quarter are not necessarily indicative of the results of operations for the
fiscal year.



FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES



Cash
flow for the Year Ended December 31, 2021



Net
cash used in operating activities for the year ended December 31, 2021, was $23,678,663 (December 31, 2020 – $14,888,000).
This was significantly due to the net loss of $52,046,622, and was decreased by items not affecting cash such as amortization
and depreciation of $9,518,471, share-based compensation of $18,918,489, interest and accretion of $1,294,774, share of loss from
investment in associates and joint ventures of $266,641, a loss on the change in the fair value of investments of $444,764, a
loss on settlement of vendor-take-back loan of $316,241, a loss on revaluation of the deferred payment liability of $181,707,
and shares for services of $173,567, and increased by items not affecting cash such as deferred tax recovery of $1,133,687, a
foreign exchange gain of $172,776, a gain on repayment of long-term debt of $39,502, and a gain on settlement of long-term debt
of $11,991. These non-cash items for the year ended December 31, 2021 were collectively offset by changes in working capital including
an increase in trade and other receivables of $8,322,247, an increase in prepaid expenses of $1,599,739, a decrease in loans receivable
of $37,500, an increase in accounts payable and accrued liabilities of $7,687,368, an increase in contract liabilities of $1,284,406,
a decrease in income tax receivable and payable of $174,052 and income tax paid of $301,975. For the year ended December 31, 2020,
net cash used in operating activities was attributable to the net loss of $26,852,332, which was decreased by items not affecting
cash such as amortization and depreciation of $5,036,787, share-based compensation of $818,383, interest and accretion of $1,868,063,
capitalized interest and success fee of $1,494,910, a share of loss from investment in associates and joint ventures of $2,057,135,
provisions of $47,716, loss on modification of long-term debt of $1,140,320, loss on conversion of convertible debentures of $49,002,
foreign exchange loss of $16,409, and shares for services of $441,613, and increased by items not affecting cash such as a gain
on player buy-out of $204,764, change in fair value of investment of $183,951, and deferred tax recovery of $83,786. These non-cash
items for the year ended December 31, 2020, were collectively offset by changes in working capital including an increase in accounts
receivable of $7,114,118, an increase in income tax of $292,492, an increase in prepaid expenses of $1,777, an increase in accounts
payable and accrued liabilities of $6,896,882, and a decrease in contract liabilities of $22,000.



Net
cash provided by financing activities for the year ended December 31, 2021, was $76,014,636 (December 31, 2020 – $18,186,849).
This was attributable to proceeds from the issuance of shares for offerings of $95,146,338 (net of transaction costs), proceeds
from the exercise of options of $784,431, and proceeds from long-term debt of $10,823,240 (net of transaction costs), which were
collectively offset by repayments of long-term debt of $23,773,470, repayment of the vendor-take- back loan of $6,158,329, repayment
of other long-term debt of $5,561, and lease payments of $802,013. For the year ended December 31, 2020, net cash provided by
financing activities was attributable to proceeds from issuance of shares for offerings of 15,609,256 (net of transaction costs),
proceeds from the exercise of warrants of $2,728,015, proceeds from the exercise of options of $228,536, proceeds from long-term
debt of $26,000 (net of transaction costs), and lease payments of $404,958.





28







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES (Continued)



Net
cash used in investing activities for the year ended December 31, 2021, was $33,944,320 (December 30, 2020 – $12,170,952)
which was due to cash paid for Mergers and Acquisitions of $36,222,278, investment in associates and joint ventures of $125,000,
and acquisitions of property and equipment of $3,398, which were offset by cash acquired from Mergers and Acquisitions of $2,406,356.
For the year ended December 31, 2020, net cash used in investing activities was attributable to cash paid for Merger and Acquisitions
of $10,500,000, investment in associates and joint ventures of $2,169,750, repayment of deferred payment liability of $659,832,
and acquisitions of property and equipment of $7,259, which were collectively offset by cash acquired from Mergers and Acquisitions
of $281,125, proceeds from a disposal of an investment of $680,000, and proceeds from a disposal of intangible assets of $204,764.



For
the years ended December 31, 2021 and 2020, the Company had a net increase in cash of $18,330,439 and a net decrease in cash of
$8,887,899, respectively. As a result, the Company had a cash balance as at December 31, 2021 and 2020, of $22,654,262 and $4,323,823,
respectively.



Liquidity



Selected
financial information about the Company’s financial position as at the indicated dates is provided below:

|                                                                                         |                       |                      
|---------------------------------------------------------------------------------------- | --------------------- | ---------------------
|                                                                                         | December
    31, 2021 | December
    31, 2020
|                                                                                         | $                     | $                    
|Cash                                                                                     | 22,654,262            | 4,323,823            
|Total
    assets                                                                         | 387,783,170           | 222,321,234          
|Total
    liabilities                                                                    | 125,014,849           | 80,450,177           
|Share
    capital, contributed surplus and accumulated other comprehensive income (loss) | 413,100,475           | 240,156,589          
|Retained
    earnings (deficit)                                                          | (150,332,154)         | (98,285,532)         
|Working
    capital (deficiency)                                                         | (9,181,911)           | (7,304,839)          
|                                                                                         |                       |                      

Total
liabilities at each reporting date are broken down as follows:

|                                                    |                       |                      
|--------------------------------------------------- | --------------------- | ---------------------
|                                                    | December
    31, 2021 | December
    31, 2020
|                                                    | $                     | $                    
|Accounts
    payable and accrued liabilities        | 34,391,221            | 23,602,547           
|Contract
    liabilities                            | 3,890,569             | 1,625,594            
|Income
    tax payable                              | 114,094               | -                    
|Current
    portion of long-term debt               | 2,000,000             | 1,250,000            
|Current
    portion of deferred payment liability   | 27,244,146            | 636,600              
|Current
    portion of convertible debentures       | -                     | 7,546,453            
|Current
    portion of lease contract liabilities   | 796,835               | 578,330              
|Current
    portion of other long-term debt         | 11,121                | -                    
|Long-term
    debt                                  | 7,681,867             | 21,651,956           
|Long-term
    lease contract liabilities            | 2,213,512             | 2,308,336            
|Vendor-take-back
    loan                           | -                     | 5,559,250            
|Long-term
    portion of deferred payment liability | 20,794,275            | 529,124              
|Other
    long-term debt                            | 136,324               | -                    
|Deferred
    tax liability                          | 25,740,885            | 15,161,987           
|Total
    liabilities                               | 125,014,849           | 80,450,177           
|                                                    |                       |                      

During
the year ended December 31, 2021, the Company incurred a net loss and comprehensive loss of $51,564,884 (December 31, 2020 –
$26,896,982) and, as of that date, the Company had accumulated a deficit of $150,332,154 (December 31, 2020 – $98,285,532)
and negative cash flows from operations of $23,678,663 (December 31, 2020 – $14,888,000). Whether and when the Company can
attain profitability and positive cash flows from operations is uncertain.



The
Company has not yet realized profitable operations and has mainly relied on non-operational sources of financing to fund operations.
Management has been able to raise sufficient funds to finance the Company’s operations, growth, and mergers and acquisitions
in the past and may need to continue to do so to fund these activities in the future.





29







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES (Continued)



Liquidity
(Continued)



As
at December 31, 2021, the Company has current assets of $59,266,075 (December 31, 2020 - $27,934,685) and current liabilities
of $68,447,986 (December 31, 2020 - $35,239,524) resulting in a working capital deficiency of $9,181,911 (December 31, 2021 - $7,304,839).



As
at December 31, 2021, the Company’s working capital deficiency of $9,181,911 includes contract liabilities of $3,890,569 and
the current portion of deferred payment liability of $27,244,146, which can be settled through issuance of common shares at
Company’s option. The working capital will be used to finance operations, growth, and mergers and acquisitions over the next
12 months. The Company also has other cash commitments of $2,142,000 (see Commitments) over the next 12 months. After
considering these items, Management believes that the existing working capital is sufficient to meet the Company’s
requirements over the next 12 months. To the extent that further working capital is required in the next 12 months, the Company has
an operating credit consisting of an authorized amount of up to $5 million available to draw upon. As at December 31, 2021, and as
of the date of this MD&A, the balance on this operating credit is $Nil. For details on the operating credit see Note 14 of the
consolidated financial statements for the years ended December 31, 2021 and 2020. The Company has not identified any legal or
practical restrictions on its ability to meet its obligations.



Capital
Management



The
Company considers its capital structure to consist of shareholders’ equity, long-term debt and deferred payment liability.
The Company manages its capital structure and makes adjustments to it in order to have the funds available to support the acquisition
and development of its business. The Board of Directors does not establish quantitative return on capital criteria for management,
but rather relies on the expertise of the Company’s management to sustain future development of the business.



The
Company is dependent on external equity financing to fund its activities. In order to carry out the planned operations and pay
for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management
reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is
reasonable. There were no changes in the Company’s approach to capital management during the year ended December 31, 2021.
Neither the Company nor its subsidiaries are subject to externally imposed capital requirements aside from the covenants described
in Note 14 of the consolidated financial statements for the year ended December 31, 2021.



The
Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern. The
Company’s ability to raise future capital is subject to uncertainty and the inability to raise such capital may have an
adverse impact over the Company’s ability to continue as a going concern.



Bought
Deal Prospectus Offerings



On
February 10, 2021, the Company offered and sold a total of 7,383,000 common shares resulting in gross proceeds of $42,452,250.
The Company incurred cash share issuance cost of $2,704,571 relating to the offering. The net proceeds from the offering are expected
to be used for future acquisitions, working capital and general corporate purposes.



The
following table sets forth the anticipated use of the net proceeds received by the Company as at and in connection with the February
10, 2021, offering:

|                                                             | Use
    of Net Proceeds
|------------------------------------------------------------ | -----------------------
|                                                             | $                      
|Reduction
    of long- term debt (revolving portion) (1) (2) | 13,773,470             
|Debt
    servicing (3)                                       | 1,160,000              
|Cash
    portion of Vedatis acquisition (4)                  | 5,277,650              
|Capital
    expenditures (5)                                 | 1,000,000              
|Unallocated
    working capital and future acquisitions (6)  | 18,536,559             
|Total                                                        | 39,747,679             





30







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES (Continued)



Bought
Deal Prospectus Offerings (Continued)



Notes:



| | (1) | Represents
                                         the revolving portion of the Company’s long-term debt facilities. These amounts
                                         would be available for use by the Company in future periods however the Company does
                                         not intend to draw on these facilities in the twelve-month period following the closing
                                         of the February 10, 2021 offering.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Incurred
                                         in August 2019 by Aquilini GameCo Inc. (“GameCo”) for the purposes of (i)
                                         working capital and (ii) to finance future acquisitions.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents
                                         the estimated cash interest and other debt servicing charges to be payable by Enthusiast
                                         Gaming in relation to its outstanding long-term debt facilities (after considering the
                                         reduction) in the twelve-month period following the closing of the February 10, 2021
                                         offering.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Represents
                                         the cash portion of €3,500,000 ($5,277,650) paid on the closing of the acquisition
                                         of Vedatis.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Represents
                                         the estimated cash capital contributions Enthusiast Gaming may provide to its investments
                                         in associates. Enthusiast Gaming can reallocate such funds in order to satisfy operating
                                         cash flow requirements if required. Failure to pay such cash capital contributions if
                                         and when requested by Enthusiast Gaming’s associates could result in certain actions
                                         including the loss of rights or a reduction in necessary equity in order to satisfy the
                                         capital call requirement which are not expected to affect Enthusiast Gaming’s available
                                         cash.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | The
                                         Company used $18,536,559 from the February 10, 2021 offering to pursue its growth strategies,
                                         including value-enhancing acquisitions and/or potential strategic partnerships, and for
                                         the funding of capital and operating expenditures necessary for the Company’s growth
                                         plans as well as to strengthen its financial position. As a result of the Company’s
                                         anticipated growth and the fact that it operates in a dynamic and rapidly-evolving market,
                                         the Company does not believe it can provide meaningful approximate amounts of the proceeds
                                         that will be allocated to each of these purposes. As such, the Company has not specifically
                                         allocated these amounts among these purposes. The Company expects that a significant
                                         portion of these amounts will be allocated to future acquisitions. Such decisions will
                                         depend on market conditions, acquisition candidates and other factors, as they evolve
                                         over time.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In
June 2021, the Company offered and sold a total of 8,600,000 common shares resulting in gross proceeds of $60,137,755 (USD $49,450,000).
The Company incurred cash share issuance cost of $4,739,096 relating to the offering. The net proceeds from the offering are expected
to be used for future acquisitions, working capital and general corporate purposes.



The
following table sets forth the anticipated use of the net proceeds received by the Company as at and in connection with the June
2021 offering:

|                                                              | Use
    of Net Proceeds
|------------------------------------------------------------- | -----------------------
|                                                              | $                      
|Deferred
    payments relating to acquisitions (1)            | 2,453,365              
|Cash
    portion of Tabwire acquisition (2)                   | 6,143,500              
|Principal
    payments (3)                                    | 2,750,000              
|Vendor-take-back
    loan principal and interest payments (4) | 6,158,329              
|Future
    acquisition and unallocated working capital (5)    | 37,893,465             
|Total                                                         | 55,398,659             



Notes:



| | (1) | Represents
                                         €1,250,000 ($1,852,857) escrow payment relating to the acquisition of Vedatis and
                                         USD$500,000 ($600,508) deferred payment relating to the acquisition of Steel Media Limited
                                         (“Steel Media”) due April 2022.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents
                                         the cash portion of USD$5,000,000 ($6,143,500) paid on the closing of the acquisition
                                         of Tabwire.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents
                                         principal payments of $2,750,000 payable by Enthusiast Gaming in relation to its outstanding
                                         long-term debt facilities in the twelve-month period following June 30, 2021. The long-term
                                         debt facilities were incurred in August 2019 by GameCo for the purposes of (i) working
                                         capital and (ii) to finance future acquisitions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





31







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES (Continued)



Bought
Deal Prospectus Offerings (Continued)



| | (4) | Represents
                                         the cash interest $408,328 and principal payments $5,750,000 paid by Enthusiast Gaming
                                         in relation to its outstanding vendor-take-back loan as at the date of the closing of
                                         the June offering. The vendor-take-back loan was incurred in August 2020 by Enthusiast
                                         Gaming in connection with the acquisition of Omnia. In connection with the offering,
                                         the principal amount of the vendor-take-back loan that would be due on its maturity in
                                         August 2023 will be repaid together with accruing but unpaid interest up to the repayment
                                         date.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (5) | The
                                         Company used $37,893,465 from the June offering to pursue its growth strategies, including
                                         targeted acquisitions and/or potential strategic partnerships, and for the funding of
                                         capital and operating expenditures necessary for the Company’s growth plans as
                                         well as to strengthen its financial position. As a result of the Company’s anticipated
                                         growth and the fact that it operates in a dynamic and rapidly-evolving market, the Company
                                         does not believe it can provide meaningful approximate amounts of the proceeds that will
                                         be allocated to each of these purposes. As such, the Company has not specifically allocated
                                         these amounts among these purposes. The Company expects that a significant portion of
                                         these amounts will be allocated to future acquisitions. Such decisions will depend on
                                         market conditions, acquisition candidates and other factors, as they evolve over time.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



While
the Company anticipates that it will spend the funds available to it as set forth above, there may be circumstances where, for
sound business reasons, a reallocation of the net proceeds may be necessary. While actual expenditures may in fact differ from
these amounts and allocations, in any event the net proceeds will be used by the Company in furtherance of its business.



The
Company has historically had negative cash flows from operating activities and has historically incurred net losses. The Company
expects to be able to meets is cash needs for at least the next twelve-month period. To the extent that the Company has negative
operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative
cash flows.



Share
Capital



Authorized:

Unlimited
number of common shares

Unlimited
number of preferred shares



During
the year ended December 31, 2021:



| | (i) | The
                                         Company received proceeds of $784,431 from the exercise of 363,176 stock options. The
                                         fair value assigned to these stock options of $927,292 was reclassified from contributed
                                         surplus to share capital.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The
                                         Company issued 2,835,289 common shares from the conversion of convertible debentures
                                         (see Note 16 of the consolidated financial statements for the years ended December 31,
                                         2021 and 2020).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | On
                                         January 20, 2021, the Company issued 429,354 common shares to settle the remaining Steel
                                         Media deferred payment liability (see Note 17 of the consolidated financial statements
                                         for the years ended December 31, 2021 and 2020).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | On
                                         February 10, 2021, the Company offered and sold a total of 7,383,000 common shares resulting
                                         in gross proceeds of $42,452,250 (the “February Offering”). The Company incurred
                                         cash share issuance cost of $2,704,571 relating to the February Offering.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | On
                                         May 4, 2021, the Company issued 226,563 common shares in connection with the closing
                                         of the Vedatis SPA (see Note 5 of the consolidated financial statements for the years
                                         ended December 31, 2021 and 2020).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | In
                                         June 2021, the Company offered and sold a total of 8,600,000 common shares resulting
                                         in gross proceeds of $60,137,755 (USD $49,450,000) (the “June Offering”).
                                         The Company incurred cash share issuance cost of $4,739,096 relating to the June Offering.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | On
                                         June 21, 2021, the Company issued 790,094 common shares in connection with the closing
                                         of the Tabwire EPA (see Note 5 of the consolidated financial statements for the years
                                         ended December 31, 2021 and 2020).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





32







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES (Continued)



Share
Capital (Continued)



During
the year ended December 31, 2021: (Continued)



| | (viii) | On
                                         August 30, 2021, the Company issued 165,425 common shares in connection with the closing
                                         of the GameKnot EPA (see Note 5 of the consolidated financial statements for the years
                                         ended December 31, 2021 and 2020).
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ix) | On
                                         September 3, 2021, the Company issued 2,661,164 common shares in connection with the
                                         closing of the Addicting Games SPA (see Note 5 of the consolidated financial statements
                                         for the years ended December 31, 2021 and 2020).
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (x) | On
                                         December 31, 2021, the Company issued 5,164,223 common shares in connection with the
                                         closing of Outplayed MA (see Note 5 of the consolidated financial statements for the
                                         years ended December 31, 2021 and 2020).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During
the year ended December 31, 2020:



| | (i) | The
                                         Company received proceeds of $2,728,015 from the exercise of 3,109,589 common share purchase
                                         warrants. The fair value assigned to these warrants of $7,907,396 was reclassified from
                                         warrant reserve to share capital.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The
                                         Company received proceeds of $228,536 from the exercise of 823,937 stock options. The
                                         fair value assigned to these options of $2,763,543 was reclassified from contributed
                                         surplus to share capital.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | On
                                         August 6, 2020, the Company completed an offering of 11,500,000 common shares at a price
                                         of $1.50 per common share for gross proceeds of $17,250,000. The Company incurred a 6%
                                         commission on the gross proceeds received from the offering and incurred cash share issuance
                                         of $1,640,744 relating to the offering.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | On
                                         August 31, 2020, the Company issued 18,250,000 common shares in connection with the closing
                                         of the Omnia SPA (Note 5 of the consolidated financial statements for the years ended
                                         December 31, 2021 and 2020).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | On
                                         July 21, 2020, 1,071,876 common shares were returned to treasury. The shares to be returned
                                         to treasury related to GameCo’s acquisition of Luminosity in 2019. The consideration
                                         was reduced by the value of the shares to be returned to treasury which was determined
                                         to be $3,858,756 as at the acquisition date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | In
                                         December 2020, the Company issued 136,649 common shares for the conversion of convertible
                                         debentures (Note 16 of the consolidated financial statements for the years ended December
                                         31, 2021 and 2020).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | On
                                         December 29, 2020, the Company issued 91,009 common shares for services performed by
                                         a consultant. The common shares issued were valued based on the fair value of services
                                         provided. The value assigned to the shares issued of $200,162 was recorded as consulting
                                         fee expense.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



DISCLOSURE
OF OUTSTANDING SHARE DATA



The
Company had the following shares and securities convertible into shares outstanding at the following dates:



|                                                           | March
    28, 2022 | December
    31, 2021 | December
    31, 2020
|---------------------------------------------------------- | ------------------ | --------------------- | ---------------------
|Common
    shares                                          | 133,696,306        | 133,549,269           | 104,930,981          
|Options,
    convertible into common shares                | 3,879,225          | 3,923,491             | 2,734,073            
|Restricted
    share units                                 | 2,429,306          | 2,455,697             | -                    
|Convertible
    debentures, convertible into common shares | -                  | -                     | 2,835,289            
|Total                                                      | 140,004,837        | 139,928,457           | 110,500,343          





33







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






RELATED
PARTY TRANSACTIONS



The
Company's key management personnel have authority and responsibility for overseeing, planning, directing and controlling the activities
of the Company. Key management personnel include members of the Board of Directors, Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, Chief Corporate Officer, President and former esports President. Compensation of key management personnel
may include short-term and long-term benefits. Short-term benefits include salaries and bonuses. Share-based compensation includes
the fair value of stock options and restricted share units vested during the period.



Compensation
provided to key management during the years ended December 31, 2021 and 2020 is as follows:



|                             | December
    31, 2021 | December
    31, 2020
|---------------------------- | --------------------- | ---------------------
|                             | $                     | $                    
|Short-term
    benefits      | 2,777,723             | 1,771,299            
|Share-based
    compensation | 13,810,779            | 737,308              
|Total                        | 16,588,502            | 2,508,607            



A
summary of other related party transactions during the years ended December 31, 2021 and 2020 is as follows:



|                                                                   |         |           |  | December
    31, 2021 | December
    31, 2020
|------------------------------------------------------------------ | ------- | --------- |  | --------------------- | ---------------------
|                                                                   | $       | $        
|Total
    transactions during the year:                            |         |          
|Revenue                                                            | 839,933 | 2,386,929
|Cost
    of sales                                                  | 41,109  | 55,928   
|Expenses                                                           |         |          
|Consulting
    fees                                                | 938,940 | 2,426,990
|Advertising
    and promotion                                      | -       | 338,838  
|Interest
    and accretion                                         | 282,838 | 323,841  
|Loss
    on settlement of vendor-take-back loan                    | 316,241 | -        
|Share
    of loss from investment in associates and joint ventures | 266,641 | 2,057,135



A
summary of related party balances as at December 31, 2021 and 2020 is as follows:



|                                                | December
    31, 2021 | December
    31, 2020
|----------------------------------------------- | --------------------- | ---------------------
|                                                | $                     | $                    
|Balances
    receivable (payable):              |                       |                      
|Investment
    in associates and joint ventures | 885,269               | 1,026,909            
|Trade
    and other receivables                 | 3,734,410             | 4,651,059            
|Loans
    receivable                            | 125,995               | 148,660              
|Accounts
    payable and accrued liabilities    | (382,794)             | (686,480)            
|Contract
    liabilities                        | (55,434)              | (72,343)             
|Vendor-take-back
    loan                       | -                     | (5,559,250)          





34







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






RELATED
PARTY TRANSACTIONS (Continued)



On
August 27, 2019, the Company entered into a Management Services Agreement (the “Management SA”) with AIG eSports LP,
a related party by nature of it being under the control or direction of the Chairman of the Company, as well as a Master Services
Agreement (the “Master SA”) with Vancouver Arena Limited Partnership, a related party by nature of it being under
the control or direction of the Chairman of Company (collectively, the “MSAs”). Pursuant to the Management SA, the
Company is to provide a series of esports management services for a base compensation of $100,000 per month, plus an annual amount
of USD $250,000, as well as other additional amounts receivable upon certain milestones relating to the performance of the esports
teams under management. Pursuant to the Master SA, the Company receives a range of marketing and consulting services at a cost
of $100,000 per month, as well as certain other costs payable upon certain milestones relating to third-party revenues generated
by the Company relating to the Master SA services. The MSAs had a retroactive effective date of September 7, 2018, and contain
payment-in-kind provisions whereas either party may, at its discretion, satisfy its amounts payable through the provision of its
respective services. On April 1, 2021, the Management SA with AIG eSports LP and Master SA with Vancouver Arena Limited Partnership
was terminated. During the year ended December 31, 2021, the Company recognized management revenue of $379,125 (December 31, 2020
- $1,535,331) relating to the Management SA, and recognized consulting expenses of $379,125 (December 31, 2020 - $2,080,216) relating
to the Master SA. As at December 31, 2021, a balance of $452,730 (December 31, 2020 - $422,642) is included in trade and other
receivables.



On
April 6, 2020, the Company entered into an Exchange of Marketing Rights and Benefits Agreement with AIG eSports LP and Surge eSports
LLC, related parties by nature of them being under the control or direction of the Chairman of the Company. Pursuant to the Exchange
of Marketing Rights and Benefits Agreement the Company is to provide media advertising for AIG eSports LP and Surge eSports LLC
sponsors and AIG eSports LP and Surge eSports LLC is to provide advertising for the Company. During the year ended December 31,
2021, the Company recognized media advertising revenue of $16,578 (December 31, 2020 - $206,940) and recognized advertising and
promotional expense of $Nil (December 31, 2020 - $277,338) relating to the Exchange of Marketing Rights and Benefits Agreement.
As at December 31, 2021, a balance of $55,434 (December 31, 2020 - $72,343) is included in contract liabilities for media advertising
services to be provided by the Company to AIG eSports and Surge eSports LLC.



During
the year ended December 31, 2021, the Company recognized cost of sales of $Nil (December 31, 2020 - $30,136) from AIG eSport LP
and $Nil (December 31, 2020 - $25,792) from Surge eSports LLC respectively relating to team sponsorship fees. As at December 31,
2021, a balance of $29,952 (December 31, 2020 - $30,079) and $24,427 (December 31, 2020 - $24,531) is due to AIG eSports LP and
Surge eSports LLC, respectively, which is included in accounts payable and accrued liabilities.



As
at December 31, 2021, trade and other receivables include $3,225,177 (December 31, 2020 - $3,238,915) of amounts advanced to Surge
eSports LLC, a related party by nature of it being under the control or direction of the Chairman of the Company. The Company
intends to apply these advances against future share subscriptions in Surge eSports LLC. The advances are non-interest bearing
and are receivable if the Company does not obtain share subscriptions in Surge eSports LLC.



On
August 30, 2020, the Company completed the acquisition of Omnia, following the acquisition Blue Ant and its affiliated companies
are related parties to the Company. As of July 19, 2021, Blue Ant holds less than 10% of the issued outstanding common shares
of the Company and is no longer a related party of the Company. On July 19, 2021, Robb Chase, chief financial officer of Blue
Ant, resigned from the Board of Directors of the Company. During the period from January 1, 2021 to July 19, 2021, the Company
earned media revenue of $394,373 (August 31, 2020 to December 31, 2020 - $644,658) from Blue Ant and its affiliated companies
and incurred cost of sales of $41,109 (August 31, 2020 to December 31, 2020 - $Nil). As at December 31, 2020, the Company had
trade and other receivables of $741,403 due from Blue Ant and its affiliated companies. As at December 31, 2020, the Company had
accounts payable and accrued liabilities of $380,152 due to Blue Ant and its affiliated companies. See Note 18 of the consolidated
financial statements for the years ended December 31, 2021 and 2020 for information relating to the VTB loan payable to Blue Ant.



During
the year ended December 31, 2021, the Company recognized consulting expenses of $75,012 (December 31, 2020 - $73,916) to Rivonia
Capital Inc., a company in which a director of the Company is a principal. As at December 31, 2021, a balance of $7,063 (December
31, 2020 - $14,012) is included in account payable and accrued liabilities.





35







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






RELATED
PARTY TRANSACTIONS (Continued)



During
the year ended December 31, 2021, the Company recognized consulting expenses of $74,253 (December 31, 2020 - $Nil) to Franchise
Agency LLC, an agency which represents a director of the Company. As at December 31, 2021, a balance of $55,654 (December 31,
2020 - $Nil) is included in account payable and accrued liabilities.



During
the year ended December 31, 2021 the Company recognized $410,550 (December 31, 2020 - $272,858) in consulting fees relating to
Board of Director and committee fees to certain directors. As at December 31, 2021, a balance of $265,698 (December 31, 2020 -
$237,706) is included in account payable and accrued liabilities.



During
the year ended December 31, 2021 the Company earned media revenue of $49,857 (December 31, 2020 - $Nil) from AFK Media Partnership,
a related party by nature of it having common management as the Company. As at December 31, 2021, a balance of $56,503 (December
31, 2020 - $Nil) is included in trade and other receivables.



During
the years ended December 31, 2021, the Company recognized advertising and promotion expense of $Nil (December 31, 2020 - $61,500)
to MKTG Canada Inc., a company in which a director of the Company was the chief executive officer.



As
at December 31, 2021, the Company has other receivables due from the Chief Corporate Officer of $Nil (December 31, 2020 - $248,099)
relating to proceeds receivable for warrant exercises and withholding taxes receivable for stock option exercises.



As
at December 31, 2021, the Company has loans receivable due from the President and Chief Corporate Officer of $80,297 (December
31, 2020 - $96,004) and $45,698 (December 31, 2020 - $52,656) respectively. The loans receivable are non-interest bearing and
due on demand. See Subsequent Events (iii) and (v) below.



See
Note 8 of the consolidated financial statements for the years ended December 31, 2021 and 2020 for information relating to an
investment in associates controlled by a related party.



See
Note 8 of the consolidated financial statements for the years ended December 31, 2021 and 2020 for information relating to an
investment in joint under common management as the Company.



See
Note 21 of the consolidated financial statements for the years ended December 31, 2021 and 2020 for information relating to stock
options issued to officers and directors of the Company.



See
Note 22 of the consolidated financial statements for the years ended December 31, 2021 and 2020 for information relating to restricted
share units issued to officers and directors of the Company.



SUBSEQUENT
EVENTS



| | (i) | On
                                         January 1, 2022, Enthusiast Gaming Media Inc. and Enthusiast Gaming Media III Holdings
                                         Inc. amalgamated with Enthusiast Gaming Inc. and Enthusiast Gaming Media II Holdings
                                         Inc. amalgamated with Enthusiast Gaming Live Inc.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | On
                                         February 14, 2022, the Company issued the remaining 35,770 common shares to be issued
                                         relating to the Outplayed MA were issued (see Note 5 of the consolidated financial statements
                                         for the years ended December 31, 2021 and 2020).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | On
                                         February 25, 2022, the loan receivable from the Chief Corporate Officer of $45,698 was
                                         repaid to the Company (see Note 24 of the consolidated financial statements for the years
                                         ended December 31, 2021 and 2020).
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | On
                                         February 28, 2022, the USD $500,000 GameKnot Deferred Payment liability was settled by
                                         the Company issuing 111,267 common shares (see Note 17 of the consolidated financial
                                         statements for the years ended December 31, 2021 and 2020).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | On
                                         March 15, 2022, the loan receivable from the President of $80,297 was repaid to the Company
                                         (See Note 24 of the consolidated financial statements for the years ended December 31,
                                         2021 and 2020).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



OFF-BALANCE
SHEET ARRANGEMENTS



The
Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect
on the results of operations or financial condition of the Company.





36







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






SEGMENTED
INFORMATION



The
Company operates in one industry segment of digital media and entertainment. The majority of the Company’s assets are located
in Canada and the United States of America (“USA”). The Company sells into three major geographic centers: USA, Canada
and other foreign countries. The Company has determined that it has a single reportable segment as the Company’s decision
makers reviews information on a consolidated basis.



Revenues
by pillar for the years ended December 31, 2021 and 2020 is as follows:



|                              | December
    31, 2021 | December
    31, 2020
|----------------------------- | --------------------- | ---------------------
|                              | $                     | $                    
|Media
    and content         | 152,444,727           | 60,887,990           
|Esports
    and entertainment | 5,483,444             | 5,906,613            
|Subscription                  | 9,436,115             | 6,168,878            
|Total                         | 167,364,286           | 72,963,481           



Revenue,
in Canadian dollars, in each of these geographic locations for the years ended December 31, 2021 and 2020 is as follows:



|                        | December
    31, 2021 | December
    31, 2020
|----------------------- | --------------------- | ---------------------
|                        | $                     | $                    
|Canada                  | 2,501,988             | 3,047,706            
|USA                     | 147,761,804           | 56,926,784           
|All
    other countries | 17,100,494            | 12,988,991           
|Total                   | 167,364,286           | 72,963,481           



The
non-current assets, in Canadian dollars, in each of the geographic locations as at December 31, 2021 and 2020 is as follows:



|                      | December
    31, 2021 | December
    31, 2020
|--------------------- | --------------------- | ---------------------
|                      | $                     | $                    
|Canada                | 169,761,447           | 140,113,284          
|USA                   | 153,549,460           | 50,338,388           
|France                | 3,453,744             | -                    
|England
    and Wales | 1,752,444             | 3,934,877            
|Total                 | 328,517,095           | 194,386,549          



ADOPTION
OF NEW OR AMENDED IFRS ACCOUNTING STANDARDS



No
new IFRS accounting standards, interpretations or amendments were adopted during the year ended December 31, 2021.



SIGNIFICANT
ACCOUNTING ESTIMATES AND JUDGEMENTS



The
preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and notes to the consolidated financial statements. These estimates
are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results
could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting
estimates are recognized in the period in which the estimates are revised. Significant areas requiring the Company to make estimates
include goodwill impairment testing and recoverability of assets, identification and valuation of intangible assets acquired in
business combinations, estimated useful life of long-lived assets, income taxes, the fair value of share-based payments, provisions
for expected credit losses, fair value measurement of an investment not quoted in an active market and recognition of revenue
on a gross versus net basis. These estimates and judgments are further discussed below:





37







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






SIGNIFICANT
ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)



| | (a) | Goodwill
                                         impairment testing and recoverability of assets
| | --- | -------------------------------------------------------------------------------------------------



In
evaluating impairment, the Company determines the recoverable amount based on an assessment of value-in-use using a discounted
cash flow approach. In determining the estimated recoverable amount, the Company’s significant assumptions include expected
future cash flows, terminal growth rates and discount rates. The approach uses cash flow projections based upon a financial forecast
approved by management, covering a five-year period. Cash flows for the years thereafter are extrapolated using the estimated
terminal growth rate. The risk premiums expected by market participants related to uncertainties about the industry and assumptions
relating to future cash flows may differ or change quickly, depending on economic conditions and other events.



| | (b) | Identification
                                         and valuation of intangible assets acquired in business combinations
| | --- | ----------------------------------------------------------------------------------------------------------------------------



In
a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values.
One of the most significant estimates relates to the determination of the fair value of intangible assets. For any intangible
asset identified, depending on the type of intangible asset and the complexity of determining its fair value, management with
assistance from an independent valuation expert develops the fair value using appropriate valuation techniques which are based
on a forecast of the total expected future net cash flows. In determining the fair value of the intangible assets at the acquisition
date, the Company’s significant assumptions include the future net cash flows, royalty rates, attrition rates and in the
discount rate applied.



Certain
fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional
values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However,
the measurement period will last for one year from the acquisition date.



| | (c) | Estimated
                                         useful lives of long-lived assets
| | --- | ------------------------------------------------------------------------------------



Management
reviews the useful lives of depreciable assets at each reporting date. Management assesses that the useful lives represent the
expected utilization in terms of duration of the assets to the Company. Actual utilization, however, may vary due to technical
obsolescence, particularly relating to website content and application and technology development.



| | (d) | Income
                                         taxes
| | --- | -----------------------------------------------------



At
the end of each reporting period, the Company assesses whether the realization of deferred tax benefits is sufficiently probable
to recognize deferred tax assets. This assessment requires the exercise of judgment on the part of management with respect to,
among other things, benefits that could be realized from available income tax strategies and future taxable income, as well as
other positive and negative factors. The recorded amount of total deferred tax assets could be reduced if estimates of projected
future taxable income and benefits from available income tax strategies are lowered, or if changes in current income tax regulations
are enacted that impose restrictions on the timing or extent of the Company’s ability to utilize deferred tax benefits.



The
Company’s effective income tax rate can vary significantly quarter-to-quarter for various reasons, including the mix and
volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets have been recognized
because management believed it was not probable that future taxable profit would be available against which income tax losses
and deductible temporary differences could be utilized. The Company’s effective income tax rate can also vary due to the
impact of foreign exchange fluctuations.



| | (e) | Share-based
                                         payments
| | --- | -------------------------------------------------------------



The
fair value of all share-based payments granted are determined using the Black-Scholes option pricing model which incorporates
assumptions regarding risk-free interest rates, dividend yield, expected volatility, estimated forfeitures, and the expected life
of options. The Company has a significant number of options outstanding and expects to continue to make option grants.





38







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






SIGNIFICANT
ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)



| | (f) | Provision
                                         for expected credit losses (“ECLs”)
| | --- | --------------------------------------------------------------------------------------



The
Company performs impairment testing annually for trade receivables in accordance with IFRS 9. The ECL model requires considerable
judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted
basis. IFRS 9 outlines a three-stage approach to recognizing ECLs which is intended to reflect the increase in credit risks of
a financial instrument based on i) 12-month expected credit losses, or ii) lifetime expected credit losses. The Company measures
provision for ECLs at an amount equal to lifetime ECLs.



The
Company applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical
credit loss experiences. The historical results are used to calculate the run rates of default which are then applied over the
expected life of the trade receivables, adjusted for forward looking estimates.



| | (g) | Fair
                                         value measurement of an investment not quoted in an active market
| | --- | ---------------------------------------------------------------------------------------------------------------



The
fair value of an investment that is not quoted in an active market requires the use of judgments and estimates by management.
Management used the valuation techniques and inputs outlined in Note 7 of the consolidated financial statements using all available
data on the investment and market conditions at the date of these financial statements. Changes in these assumptions and conditions
could result in changes of the reported fair value of this investment.



| | (h) | Recognition
                                         of revenue on a gross versus net basis
| | --- | -------------------------------------------------------------------------------------------



The
Company follows the guidance provided in IFRS 15,Revenue from Contracts
with Customers, for determining whether the Company is the principal or an agent in arrangements
with customers that involve another party that contributes to providing a specified service to a customer. In these instances,
the Company determines whether it controls the promised specified service itself (as principal) or arranges for the specified
service to be provided by another party (as an agent). This determination depends on the facts and circumstances of each arrangement
and, in some instances, involves significant judgment.



In
March 2020, the World Health Organization declared the outbreak of the novel strain of the coronavirus, specifically identified
as SARS-CoV-2, to be a pandemic. Responses to the SARS-CoV-2 outbreak have resulted in governments worldwide enacting emergency
measures to combat the spread of the virus, causing disruptions to business operations worldwide and a significant increase in
economic uncertainty, with more volatile commodity prices and currency exchange rates, and a marked decline in long-term interest
rates. These events are resulting in a challenging economic climate in which it is difficult to reliably estimate the length or
severity of these developments and their financial impact. The direct and indirect impact to the Company has been considered in
management’s judgments, estimates and uncertainties at period-end. Although management has determined that no significant
revisions to such estimates, judgments or assumptions were required at period-end, there could be a further prospective material
impact in future periods to the extent that the negative impacts from SARS-CoV-2 continue or worsen. The Company is monitoring
developments of the SARS-CoV-2 outbreak and will adapt its business plans accordingly.



ACCOUNTING
STANDARDS AND AMENDMENTS ISSUED BUT NOT YET APPLIED



The
Company is not aware of any proposed accounting standards or amendments that would have a significant effect on the consolidated
financial statements.





39







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT



Fair
values



The
fair values of cash, investments, trade and other receivables, loans receivable, accounts payable and accrued liabilities and
contract liabilities approximate their carrying values due to the relatively short-term nature of these financial instruments.
The fair value of long-term debt, lease contract liabilities, deferred payment liability, other long-term debt, convertible debentures
and vendor-take-back loan is based on observable market data and the calculation of discounted cash flows. Discount rates were
determined based on current terms and conditions observed in the credit market.



The
Company follows a three-tier categorization for its financial instruments as a framework for disclosing fair value based upon
inputs used to value the Company's investments. The hierarchy is summarized as:

| | ● | Level
                                         1 – quoted prices (unadjusted) in active markets for identical assets and liabilities
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | ● | Level
                                         2 – inputs that are observable for the asset or liability, either directly (prices)
                                         or indirectly (derived from prices) from observable market data
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Level
                                         3 – inputs for assets and liabilities not based upon observable market data
| | - | --------------------------------------------------------------------------------------------------------------------------



As
at September 3, 2021, the investment in Addicting Games is classified as a Level 3 financial instrument (see Note 7 of the consolidated
financial statements for the years ended December 31, 2021 and 2020), and as at December 31, 2021 the Vedatis Earn-Out Payment
liability is classified as a Level 3 financial instrument (see Note 17 of the consolidated financial statements for the years
ended December 31, 2021 and 2020).



Total
interest income and interest expense for the years ended December 31, 2021 and 2020 for financial assets or financial liabilities
that are not at fair value through profit or loss can be summarized as follows:



|                                   | December
    31, 2021 | December
    31, 2020
|---------------------------------- | --------------------- | ---------------------
|                                   | $                     | $                    
|Interest
    income                | (51,529)              | (102,158)            
|Interest
    and accretion expense | 2,844,956             | 5,236,482            
|Net
    interest expense           | $2,793,427            | $5,134,324           



The
Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those
risks. These risks may include credit risk, liquidity risk, foreign currency risk and interest rate risk.



Credit
risk



Credit
risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations.



The
Company’s maximum exposure to credit risk for its trade receivables is summarized as follows:



|                                   | December
    31, 2021 | December
    31, 2020
|---------------------------------- | --------------------- | ---------------------
|                                   | $                     | $                    
|Trade
    receivables aging:       |                       |                      
|0-30
    days                      | 26,263,555            | 16,461,821           
|31-60
    days                     | 685,112               | 846,232              
|61-90
    days                     | 868,473               | 537,836              
|Greater
    than 90 days           | 2,217,521             | 737,696              
|Total
    trade receivables        | 30,034,661            | 18,583,585           
|Expected
    credit loss provision | (58,472)              | (67,466)             
|Net
    trade receivables          | 29,976,189            | 18,516,119           





40







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued)



Credit
Risk (Continued)



The
movement in the expected credit loss provision can be reconciled as follows:



|                                                      | December
    31, 2021 | December
    31, 2020
|----------------------------------------------------- | --------------------- | ---------------------
|                                                      | $                     | $                    
|Expected
    credit loss provision:                   |                       |                      
|Expected
    credit loss provision, beginning balance | (67,466)              | (357,920)            
|Increase
    in provision for expected credit loss    | -                     | (28,725)             
|Write-offs                                            | -                     | 319,174              
|Recoveries                                            | 8,504                 | -                    
|Effect
    of movement in exchange rates              | 490                   | 5                    
|Expected
    credit loss provision, ending balance    | (58,472)              | (67,466)             



The
following default rates, determined based on historical default rates based on the aging of trade receivables, are used to calculate
the expected credit loss provision on trade receivables as at December 31, 2021:



|                                   | Total       | Not
    past due | Over
    30 dayspast due | Over
    60 dayspast due | Over
    90 dayspast due
|---------------------------------- | ----------- | ---------------- | ------------------------ | ------------------------ | ------------------------
|Default
    rates                  |             | 0.13%            | 0.20%                    | 0.33%                    | 0.89%                   
|Trade
    receivables              | $30,034,661 | $26,263,555      | $685,112                 | $868,473                 | $2,217,521              
|Expected
    credit loss provision | $58,472     | $34,539          | $1,339                   | $2,905                   | $19,689                 



All
of the Company’s cash is held with major financial institutions and thus the exposure to credit risk is considered insignificant.
Management actively monitors the Company’s exposure to credit risk under its financial instruments.



Concentration
risk



The
Company has one customer which makes up more than 10% of revenue, this customer accounts for approximately 46.58% (December 31,
2020 – 67.02%) of trade receivables as at December 31, 2021 and 69.36% (December 31, 2020 – 64.09%) of revenues for
the year ended December 31, 2021.



Liquidity
Risk



Liquidity
risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company
has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal
operating requirements.



The
Company holds sufficient cash and working capital which is maintained through stringent cash flow management to ensure sufficient
liquidity is maintained. The table below summarizes the Company's contractual obligations into relevant maturity groups at the
statement of financial position date based on the expected contractual maturity date. The amounts disclosed in the table are the
contractual undiscounted payments.



|                                             | Less
    than one year | One
    to two years | Two
    to three years | More
    than three years | Total      
|-------------------------------------------- | ---------------------- | -------------------- | ---------------------- | ------------------------- | -----------
|                                             | $                      | $                    | $                      | $                         | $          
|Accounts
    payable and accrued liabilities | 34,391,221             | -                    | -                      | -                         | 34,391,221 
|Contract
    liabilities                     | 3,890,569              | -                    | -                      | -                         | 3,890,569  
|Income
    tax payable                       | 114,094                | -                    | -                      | -                         | 114,094    
|Deferred
    payment liability (1)           | 29,604,825             | 23,200,740           | -                      | 2,141,645                 | 54,947,210 
|Lease
    contract liabilities               | 858,387                | 943,882              | 670,543                | 778,607                   | 3,251,419  
|Long-term
    debt                           | 2,000,000              | 8,000,000            | -                      | -                         | 10,000,000 
|Other
    Long-term debt                     | 11,121                 | 11,121               | 11,121                 | 365,187                   | 398,550    
|Total                                        | 70,870,217             | 32,155,743           | 681,664                | 3,285,439                 | 106,993,063





41







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT(Continued)



Liquidity
Risk (Continued)



Notes:



| | (1) | The
                                         Company has, at its option, the ability to settle the deferred payment liability amounts
                                         in less than one year and one to two years either in cash or common shares. The Company
                                         has, at its option, the ability to settle the deferred payment liability amounts in more
                                         than three years half in cash and half in common shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Foreign
currency risk



A
large portion of the Company’s transactions occur in foreign currencies (including US dollars, UK pound sterling, and Euro)
and, therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its US dollars, UK
pound sterling, and Euro denominated trade and other receivables, accounts payable and accrued liabilities, deferred payment liability,
and cash. As at December 31, 2021, a 10% depreciation or appreciation of the US dollar, UK pound sterling, and Euro against the
Canadian dollar would have resulted in an approximate $2,598,000, $75,000 and $330,000 decrease or increase, respectively, in
total net loss and comprehensive loss.



Interest
rate risk



The
Company’s long-term debt bears interest at Banker’s Acceptance fee equal to CDOR rate plus 7.5%. Fluctuations in the
Banker’s Acceptance fee equal to CDOR rate will result in changes to the months interest expense. A change in the annual
interest rate of 0.50% would result in a $45,000 change in the annual interest expense.



COMMITMENTS



In
addition to the financial liabilities summarized above, the Company has the following payment commitments with respect to consulting
and other contractual obligations:

|                                                      | $        
|----------------------------------------------------- | ---------
|Not
    later than one year                           | 875,000  
|Later
    than one year and not later than five years | 1,267,000
|Total                                                 | 2,142,000



Further,
the Company is subject to capital commitments pursuant to its investments in AIG Canada and AIG USA, see Note 8 of the consolidated
financial statements for the year ended December 31, 2021 and 2020, as well as Surge eSports LLC which is being established under
a similar structure. If the Company fails to make any capital contributions, as required, it may be subject to certain actions
including the loss of rights or a reduction in equity ownership in order to satisfy the capital contribution requirements.



INTERNAL
CONTROLS AND DISCLOSURE CONTROLS OVER FINANCIAL REPORTING



Internal
Controls over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the financial statements in accordance with IFRS.
The control framework used to design the Company’s internal control over financial reporting is based on the Internal Control
– Independent Framework (2013), published by the Committee of Sponsoring Organizations of the Treadway Commission.Any
system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Based on a review of the Company’s internal control procedures, the Company’s Chief Executive Officer and Chief Financial
Officer believe its internal controls and procedures are appropriately designed and have certified on the operating effectiveness
of internal controls as at December 31, 2021.



Changes
in Internal Control Over Financial Reporting



There
have been no material changes in the Company’s internal control over financial reporting during the year ended December
31, 2021, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.





42







Enthusiast
Gaming Holdings Inc. Management Discussion and AnalysisFor the Year Ended December 31, 2021






INTERNAL
CONTROLS AND DISCLOSURE CONTROLS OVER FINANCIAL REPORTING (Continued)



Disclosure
Controls and Procedures



Management
is also responsible for the design and effectiveness of disclosure controls and procedures to provide reasonable assurance that
material information related to the Company, including its consolidated subsidiaries, which is required to be disclosed by the
Company in its filings or required to be submitted by the Company under securities legislation is recorded, processed and summarized
and reported within specified time periods. Based on a review of the Company’s disclosure controls and procedures, the Company’s
Chief Executive Officer and Chief Financial Officer believe its disclosure controls and procedures are appropriately designed
and have certified on the operating effectiveness of internal controls as at December 31, 2021.



RISKS
AND UNCERTAINTIES



The
securities of Enthusiast Gaming should be considered highly speculative due to the nature of the Company’s businesses and
the current stage of its development. Risks and uncertainties are discussed in great detail in the Company’s Annual Information
Form available on SEDAR at www.sedar.com.



The
risks presented in the Annual Information Form may not be all of the risks that the Company may face. It is believed that these
are the factors that could cause actual results to be different from expected and historical results. Other sections of this MD&A
and the consolidated financial statements for the year ended December 31, 2021, each of which are available on SEDAR, and other
filings the Company has made and may make in the future with the applicable securities authorities, include additional factors
that could have an effect on the business and financial performance of the Company’s business. The market in which the Company
competes is very competitive and changes rapidly. Sometimes new risks emerge and management may not be able to predict all of
them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements.
You should not rely upon forward-looking statements as a prediction of future results.



MANAGEMENT’S
RESPONSIBILITY FOR FINANCIAL STATEMENTS



The
information provided in this report, is the responsibility of management. During the preparation of financial statements, estimates
are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates
have been based on careful judgments and have been properly reflected in the accompanying financial statements.



Management
maintains a system of internal controls to provide reasonable assurance that the Company’s assets are safeguarded and to
facilitate the preparation of relevant and timely information.



The
Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency
and accountability to shareholders. The Company’s Audit Committee meets with management quarterly to review the financial
statement results, including the MD&A, and to discuss other financial, operating, and internal control matters. The Audit
Committee receives a report from the independent auditors quarterly and is free to meet with them throughout the year.



ADDITIONAL
INFORMATION



Additional
information relating to the Company is available in the audited consolidated financial statements of the Company for the years
ended December 31, 2021 and 2020. Additional information can also be found in the investors section of the Company’s website
at www.enthusiastgaming.com or on the Company’s SEDAR profile at www.sedar.com
including the most recently filed Annual Information Form and Management Information Circular.





43