Exhibit 4.2


 


MILLENNIAL ESPORTS CORP.


 





 


NOTICE OF ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS


 


And


 


MANAGEMENT INFORMATION CIRCULAR


 


for the


 


Annual and Special Meeting of Shareholders


 


to be held on


 


October 9, 2019


 


 


 


September 6, 2019


 




    	 	 	 



     


    

 


TABLE OF CONTENTS






 





	GENERAL
    PROXY INFORMATION	1
	 	 
	Solicitation
    of Proxies	1
	 	 
	Appointment
    of Proxyholders	1
	 	 
	Voting
    by Proxyholder	1
	 	 
	Registered
    Shareholders	2
	 	 
	Non-Registered
    Shareholders	2
	 	 
	Revocation
    of Proxies	3
	 	 
	RECORD
    DATE AND QUORUM	4
	 	 
	VOTING
    SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	4
	 	 
	DOCUMENTS
    INCORPORATED BY REFERENCE	4
	 	 
	CURRENCY	4
	 	 
	STATEMENT
    OF CORPORATE GOVERNANCE	4
	 	 
	Corporate
    Governance	4
	 	 
	Board
    of Directors	5
	 	 
	Audit
    Committee Disclosure	6
	 	 
	STATEMENT
    OF EXECUTIVE COMPENSATION	9
	 	 
	Compensation
    Discussion and Analysis	9
	 	 
	Summary
    Compensation Table for Named Executive Officers	9
	 	 
	Named
    Executive Officer Outstanding Option-Based and Share-Based Awards	10
	 	 
	Incentive
    Award Plans	13
	 	 
	Employment,
    Consulting and Management Contracts	13
	 	 
	Compensation
    of Directors	14
	 	 
	Individual
    Director Compensation	14
	 	 
	Director
    Outstanding Option-Based Awards and Share-Based Awards	14
	 	 
	Director
    Incentive Award Plans	15
	 	 
	Securities
    Authorized For Issuance Under Equity Compensation Plans	15
	 	 
	INDEBTEDNESS
    OF DIRECTORS AND EXECUTIVE OFFICERS	16


 






    	 	i	 



     


    


 


	DIRECTORS’
    AND OFFICERS’ INSURANCE	16
	 	 
	INTEREST
    OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	16
	 	 
	INTEREST
    OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	16
	 	 
	PARTICULARS
    OF MATTERS TO BE ACTED UPON	17
	 	 
	Audited
    Financial Statements	17
	 	 
	Election
    of Directors	17
	 	 
	Appointment
    of Auditor	20
	 	 
	Omnibus
    Incentive Plan	20
	 	 
	Approval
    of Share Consolidation	25
	 	 
	Approval
    of Name Change	26
	 	 
	Indication
    of Officer and Directors	26
	 	 
	ADDITIONAL
    INFORMATION	26
	 	 
	OTHER
    MATTERS	27
	 	 
	SCHEDULE
    “A” AUDIT COMMITTEE CHARTER	A-1
	 	 
	SCHEDULE
    “B” CHANGE OF AUDITOR REPORTING PACKAGE	B-1
	 	 
	SCHEDULE
    “C” OMNIBUS PLAN RESOLUTIONS OF THE SHAREHOLDERS	C-1
	 	 
	SCHEDULE
    “D” MILLENNIAL ESPORTS CORP. OMNIBUS EQUITY INCENTIVE PLAN	D-1
	 	 
	SCHEDULE
    “E” SHARE CONSOLIDATION RESOLUTIONS OF THE SHAREHOLDERS	E-1
	 	 
	SCHEDULE
    “F” NAME CHANGE RESOLUTIONS OF THE SHAREHOLDERS	F-1



 




    	 	ii	 



     


    


 


MILLENNIAL ESPORTS CORP.





(the
“Company”)





77 King St. W., Suite 3000, P.O. Box 95

Toronto, Ontario, M5K 1G8


 


NOTICE OF ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS


 


TAKE NOTICE that the annual and special
meeting (the “Meeting”) of shareholders of the Company will be held at the offices of Fogler, Rubinoff LLP,
77 King St. W., Suite 3000, P.O. Box 95, Toronto, Ontario, M5K 1G8, on October 9, 2019 at 10:00 a.m. (Toronto time), for the following
purposes:


 


		1.	To receive the audited consolidated financial statements for the Company as at and for the financial
year ended August 31, 2018, and the auditor’s report thereon;
	 	 	 
		2.	To elect directors of the Company for the ensuing year;
	 	 	 
		3.	To appoint UHY McGovern Hurley LLP, Chartered Accountants, as the auditor of the Company for the
ensuing year and to authorize the directors to fix the auditor’s remuneration;
	 	 	 
		4.	To consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is
set out in Schedule “C” to the accompanying management information circular (the “Circular”), confirming
and approving the Company’s omnibus incentive plan, a copy of which is set out in Schedule “D” to the Circular,
all as more fully described in the section of the Circular entitled “Particulars of Matters to be Acted Upon – Omnibus
Incentive Plan”;
	 	 	 
		5.	To consider and, if deemed advisable, to pass a special resolution, the full text of which is set
forth in Schedule “E” of this Circular, with or without variation, approving the proposed consolidation of the common
shares of the Company, as more fully described in the section of the Circular entitled “Particulars of Matters to be Acted
Upon – Approval of Share Consolidation”;
	 	 	 
		6.	To consider and, if deemed advisable, to pass, with or without variation, a special resolution,
the full text of which is set forth in Schedule “F” of this Circular, authorizing a change of name of the Company to
“Torque Esports Corp.” or such other name as the board of directors of the Company may choose, acting in the best interests
of the Company, all as more fully described in the section of the Circular entitled “Special Business to be Conducted
at the Meeting – Approval of Name Change”; and
	 	 	 
		7.	To consider any permitted amendment to, or variation of, any matter identified in this Notice of
Annual and Special Meeting (the “Notice”) and to transact such other business as may properly come before the
Meeting or any adjournment thereof. Management is not currently aware of any other matters that could come before the Meeting



 


Accompanying this Notice is: (1) the Circular;
and (2) a form of proxy. The Circular provides further information respecting proxies and the matters to be considered at the Meeting
and is deemed to form part of this Notice.


 


Registered Shareholders who are unable to
attend the Meeting in person and who wish to ensure that their common shares will be voted at the Meeting, must complete, date
and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set
out in the form of proxy and in the Information Circular.


 


Non-Registered Shareholders who plan to
attend the Meeting must follow the instructions set out in the form of proxy and in the Information Circular to ensure that their
common shares will be voted at the Meeting. If you hold your common shares in a brokerage account, you are a Non-Registered Shareholder.


 


DATED September 6, 2019.


 


BY ORDER OF THE BOARD


 


/s/ “Darren Cox”


 


Darren Cox

Chief Executive Officer and President


 




    	 	 	 



     


    

 


MILLENNIAL ESPORTS CORP.

(the “Company”)


 


77 King St. W., Suite 3000, P.O. Box 95

Toronto, Ontario, M5K 1G8

Telephone: 647-346-1888


 


MANAGEMENT INFORMATION CIRCULAR

as at September 6, 2019


 


This Management Information Circular (the
“Information Circular”) is furnished in connection with the solicitation of proxies by the management (“Management”)
of the Company for use at the annual and special meeting (the “Meeting”) of the holders (the “Shareholders”)
of common shares (the “Common Shares”) to be held on October 9, 2019 at the time and place and for the purposes set
forth in the accompanying notice of the Meeting (the “Notice”).


 


In this Information Circular, references to
the “Company”, “we” and “our” refer to Millennial Esports Corp. “Common
Shares” means common shares without par value in the capital of the Company, and references to “Intermediaries”
refer to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Shareholders.


 


GENERAL PROXY INFORMATION


 


Solicitation of Proxies


 


The solicitation of proxies will be primarily
by mail, but proxies may also be solicited personally or by telephone by directors, officers and employees of the Company. The
Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial
owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable
fees and disbursements in that regard.


 


Appointment of Proxyholders


 


The individuals named in the accompanying form
of proxy (the “Proxy”) are officers of the Company. If you are a Shareholder entitled to vote at the Meeting,
you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder,
to attend and act for you and on your behalf at the Meeting or at any adjournment thereof. You may do so either by inserting the
name of that other person in the blank space provided in the Proxy (and striking out the names now designated) or by completing
and delivering another suitable form of proxy. For instructions regarding the delivery of instruments of proxy, see below under
the heading “Registered Shareholders.”


 


Voting by Proxyholder


 


The persons named in the Proxy will vote or
withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called
for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy
confers discretionary authority on the persons named therein with respect to:


 


		(a)	each matter or group of matters identified therein for which a choice is not specified;
	 	 	 
		(b)	any amendment to or variation of any matter identified therein; and
	 	 	 
		(c)	any other matter that properly comes before the Meeting.



 






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In respect of a matter for which a choice
is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy FOR the approval
of such matter. Management is not currently aware of any other matter that could come before the Meeting. However, if any amendment
or variation to any matter identified in the accompanying Notice or any other matter, which are not now known to Management, should
properly come before the meeting or any adjournment thereof, the Common Shares represented by properly executed proxies in favour
of the person(s) designated by Management in the enclosed Proxy will be voted on any such matter pursuant to such discretionary
authority.


 


Registered Shareholders


 


A registered shareholder (“Registered
Shareholder”) may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders
electing to submit a proxy may do so by completing, dating and signing the enclosed Proxy and returning it to the Company’s
transfer agent, Computershare Trust Company of Canada (the “Transfer Agent”) as follows: by phone (toll free)
at 1-866-732-VOTE (8683); by internet at www.investorvote.com; or by mail or hand delivery to 100 University Avenue, 8th
Floor, Toronto, Ontario, M5J 2Y1. To be effective, the Proxy must be received by not less than forty-eight (48) hours, excluding
Saturdays, Sundays and statutory holidays in the Province of Ontario, before the time set for the holding of the Meeting or any
adjournment(s) thereof (the “Proxy Deadline”).


 


Non-Registered Shareholders


 


Only Registered Shareholders or duly appointed
proxyholders are permitted to vote at the Meeting. However, in many cases, Shareholders of the Company are non-registered Shareholders
(“Non-Registered Shareholder”), because the Common Shares they own are not registered in their names, but are
instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. More
particularly, a person is a Non-Registered Shareholder in respect of Common Shares which are held on behalf of that person, but
which are registered either: (a) in the name of an intermediary that the Non-Registered Shareholder deals with in respect of the
Common Shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators
of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository
for Securities Limited) of which the intermediary is a participant. Non-Registered Shareholders do not appear on the list of Shareholders
of the Company maintained by the Transfer Agent.


 


In accordance with the requirements as set
out in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (“NI
54-101”), the Company has distributed copies of the Notice, this Information Circular, the Proxy and the supplemental
mailing list return card (collectively, the “Meeting Materials”) to the clearing agencies and intermediaries
for onward distribution to Non-Registered Shareholders who have advised their intermediaries that they object to such intermediaries
providing their ownership information to the Company (“Objecting Beneficial Owners”). The Company shall bear
the cost of distributing the Meeting Materials to Objecting Beneficial Owners through intermediaries.


 


Intermediaries are required to forward the
Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries
will frequently use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, any Non-Registered
Shareholder who has not waived the right to receive Meeting Materials will either:


 


		(a)	be given the Proxy which has already been signed by the intermediary (typically by a facsimile,
stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder
but which is otherwise not completed. Because the intermediary has already signed the Proxy, it is not required to be signed by
the Non-Registered Shareholder when submitting it. If the Non-Registered Shareholder does not wish to attend and vote at the Meeting
in person (or have another person attend and vote on their behalf), the Non-Registered Shareholder must complete the Proxy and
deposit it with the Company’s Transfer Agent, as provided above. If a Non-Registered Shareholder wishes to attend and vote
at the Meeting in person (or have another person attend and vote on their behalf), the Non-Registered Shareholder must strike out
the names of the persons named in the Proxy and insert the Non-Registered Shareholder’s (or such other person’s) name
in the blank space provided; or



 






    	 	2	 



     


    

 


		(b)	(more typically) be given a voting instruction form (“VIF”) which is not signed
by the intermediary, and which, when properly completed and signed by the Non-Registered Shareholder and returned to the intermediary
or its service company, will constitute voting instructions which the intermediary must follow. Typically, the VIF will consist
of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the VIF will consist of a regular printed
proxy form accompanied by a page of instructions, which contains a removable label containing a bar-code and other information.
In order for the proxy to validly constitute a VIF, the Non-Registered Shareholder must remove the label from the instructions
and affix it to the proxy, properly complete and sign the proxy and return it to the intermediary or its service company in accordance
with the instructions of the intermediary or its service company. If the Non-Registered Shareholder does not wish to attend and
vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), the VIF must be completed,
signed and returned in accordance with the directions on the form. If a Non-Registered Shareholder wishes to attend and vote at
the Meeting in person (or have another person attend and vote on their behalf), the Non-Registered Shareholder must complete, sign
and return the VIF in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded
to the Non-Registered Shareholder.



 


In either case, the purpose of this procedure
is to permit Non-Registered Shareholders to direct the votes attached to the Common Shares which they beneficially own. Should
a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Shareholder
should strike out the names of the Management proxyholders named in the form and insert the Non-Registered Shareholder’s
name in the blank space provided on the form. In either case, Non-Registered Shareholders should carefully follow the instructions
of their intermediaries, including those regarding when and where the proxy or proxies authorization forms are to be delivered.


 


Only Registered Shareholders have the right
to revoke proxies. Any Non-Registered Shareholder who wishes to change its vote must arrange for its intermediary to revoke its
proxy on its behalf.


 


Revocation of Proxies


 


In addition to revocation in any other manner
permitted by law, a Registered Shareholder who has given a proxy may revoke it by:


 


		(a)	executing a Proxy bearing a later date or by executing a valid notice of revocation, either of
the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing,
or, if the Registered Shareholder is a Company, under its corporate seal by an officer or attorney duly authorized, and by delivering
the Proxy bearing a later date to the Transfer Agent or at the address of the Company at 77 King St. W., Suite 3000, P.O. Box
95 Toronto, Ontario, M5K 1G8, at any time up to and including the last business day that precedes the day of the Meeting or,
if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on
the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or
	 	 	 
		(b)	personally attending the Meeting and voting the Registered Shareholder’s Common Shares.



 


A revocation of a proxy will not affect a matter
on which a vote is taken before the revocation.


 






    	 	3	 



     


    

 


RECORD DATE AND QUORUM


 


In accordance with the provisions of the Business
Corporations Act (Ontario) (“OBCA”), the board of directors of the Company (the “Board”)
will prepare a list of all persons who are Registered Shareholders, together with the number of Common Shares registered in the
name of each Registered Shareholder, as of the close of business on September 9, 2019 (the “Record Date”). Each
Registered Shareholder whose name appears on the list on the Record Date is entitled to: (1) notice of the Meeting; and (2) one
vote for each Common Share registered in such Registered Shareholder’s name as it appears on that list or, provided a completed
and executed Proxy shall have been delivered to the Company, to attend the Meeting in person and vote thereat, or vote by proxy
the Common Shares held by them.


 


A quorum will be present at the Meeting if
there is at least one person present, who is a holder of a majority of the Common Shares entitled to attend and vote at the Meeting
or the proxyholder of a Shareholder appointed by means of a valid proxy.


 


VOTING SECURITIES AND PRINCIPAL HOLDERS
OF VOTING SECURITIES


 


The authorized capital of the Company consists
of an unlimited number of Common Shares and an unlimited number of Preference Shares (“Preference Shares”),
issuable in series. As of the date of this Information Circular, 11,732,949 Common Shares were issued and outstanding, each Common
Share carrying one vote in respect of each matter to be voted upon at a meeting of Shareholders, and no Preference Shares.


 


As at the Record Date, to the knowledge of
the Company, no person owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10%
of the voting rights attached to all outstanding Common Shares of the Company.


 


DOCUMENTS INCORPORATED BY REFERENCE


 


The following documents filed with the securities
commissions or similar regulatory authority of Ontario, British Columbia and Alberta are specifically incorporated by reference
into, and form an integral part of, this Information Circular: August 31, 2018 year-end financial statements, report of the auditor
and related MD&A. Copies of documents incorporated herein by reference may be obtained by a Shareholder upon request without
charge from the Secretary of the Company. These documents are also available through the internet on SEDAR, which can be accessed
at www.sedar.com.


 


CURRENCY


 


In this Information Circular, unless otherwise
indicated, all references to “CDN$” or “$” refer to Canadian dollars.


 


STATEMENT OF CORPORATE GOVERNANCE


 


Corporate Governance


 


Corporate governance relates to the activities
of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the
individual members of Management that are appointed by the Board and charged with the day-to-day management of the Company. The
Canadian Securities Administrators have published National Instrument 58-101 – Disclosure of Corporate Governance Practices
(“NI 58-101”), National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”)
and National Instrument 52-110 – Audit Committees (“NI 52-110”). These set out a series of guidelines
and requirements for effective corporate governance (collectively, the “Guidelines”). The Guidelines address
matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees,
and the effectiveness and education of board members. NI 58-101 requires reporting issuers to disclose on an annual basis their
approach to corporate governance with reference to the Guidelines. Set out below is a description of the Company’s approach
to corporate governance in relation to the Guidelines.


 






    	 	4	 



     


    

 


Board of Directors


 


The Board is currently composed of three (3)
directors: Messrs. Darren Cox, Peter Liabotis and Bryan Reyhani. It is proposed that all three of these directors will be nominated
at the meeting.


 


NP 58-201 suggests that the Board of every
reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors, within
the meaning set out under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material
relationship” with the Company. “Material relationship” is defined as a relationship which could, in the view
of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.


 


Except for Darren Cox, President and Chief
Executive Officer of the Company, all of the current directors and proposed Nominees are considered “independent,”
as they are free from a direct or indirect material relationship with the Company which could reasonably be expected to interfere
with the exercise of their independent judgment as directors. The basis for this determination is that, since the commencement
of the Company’s fiscal year ended August 31, 2018, none of the current directors have worked for the Company, received remuneration
from the Company (other than in their capacity as directors) or had material contracts with or material interests in the Company
which could interfere with their ability to act in the Company’s best interests, except for Darren Cox.


 


The Board believes that it functions independently
of Management. To enhance its ability to act independently of Management, the members of the Board may meet without Management
and the non-independent directors. In the event of a conflict of interest at a meeting of the Board, the conflicted director will,
in accordance with corporate law and his or her fiduciary obligations as a director of the Company, disclose the nature and extent
of his or her interest to the meeting and abstain from voting on the matter at issue. In addition, the members of the Board that
are not members of Management are encouraged to obtain advice from external advisors and legal counsel as they may deem necessary
in order to reach a conclusion with respect to issues brought before the Board.


 


Orientation and Continuing Education


 


Each new director is given an outline of the
nature of the Company’s business, its corporate strategy and current issues within the Company. New directors are also required
to meet with Management to discuss and better understand the Company’s business, and are given the opportunity to meet with
counsel to the Company to discuss their legal obligations as directors of the Company.


 


In addition, Management takes steps to ensure
that the directors and officers of the Company are continually updated as to the latest corporate and securities policies which
may affect the directors, officers and committee members of the Company as a whole. The Company continually reviews the latest
securities rules and policies. Any such changes or new requirements are then brought to the attention of the Company’s directors
either by way of director or committee meetings or by direct communications from management of the directors.


 


Ethical Business Conduct


 


The Board has found that the fiduciary duties
placed on individual directors by the Company’s governing corporate legislation and the common law, and the restrictions
placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the
director has an interest have been sufficient to ensure that the Board operates independently of Management and in the best interests
of the Company. Further, the Company’s auditor has full and unrestricted access to the Audit Committee (as hereinafter defined)
of the Company at all times to discuss the audit of the Company’s financial statements and any related findings as to the
integrity of the financial reporting process.


 






    	 	5	 



     


    

 


Nomination of Directors


 


The Board does not have a nominating committee.
The Board as a whole is responsible for recommending suitable candidates as Nominees for election or appointment as directors,
and for recommending the criteria governing the overall composition of the Board and governing the desirable characteristics for
directors. In making such recommendations, the Board considers: (i) the competencies and skills that the Board considers necessary
for the Board as a whole to possess; (ii) the competencies and skills that the Board considers each Nominee to possess; (iii) the
competencies and skills that each Nominee will bring to the Board; and (iv) whether or not each Nominee can devote sufficient time
and resources to his or her duties as a member of the Board. The Board believes that its process is objective in that a majority
of its members are independent.


 


Compensation


 


The Board as a whole determines the compensation
of directors and officers. In reviewing the adequacy and forms of compensation of directors, the Board seeks to ensure that the
compensation reflects the responsibilities and risks involved in being a director of the Company. In reviewing the adequacy and
forms of compensation of officers, the Board seeks to align the interests of officers with the best interests of the Company. A
primary goal of the Board is to strengthen the relationship between compensation and enhancing shareholder value.


 


Assessments


 


The Company’s Board monitors the adequacy
of information given to directors, communication between the Board and Management, and the strategic direction and processes of
the Board and committees.


 


Audit
Committee Disclosure


 


Pursuant to applicable laws, the policies of
the TSX Venture Exchange (the “TSXV”) and NI 52-110, the Company is required to have an audit committee
comprised of not less than three (3) directors, a majority of whom are not officers, control persons or employees of the Company
or an affiliate of the Company. NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Information Circular
certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.


 


The audit committee of the Company (the “Audit
Committee”) is responsible for the Company’s financial reporting process and the quality of its financial reporting.
In addition to its other duties, the Audit Committee reviews all financial statements, annual and interim, intended for circulation
among Shareholders and reports upon these to the Board. In addition, the Board may refer to the Audit Committee other matters and
questions relating to the financial position of the Company. In performing its duties, the Audit Committee maintains effective
working relationships with the Board, Management and the external auditors and monitors the independence of those auditors.


 


Audit Committee’s Charter


 


The Board is responsible for reviewing and
approving the unaudited interim financial statements together with other financial information of the Company and for ensuring
that Management fulfills its financial reporting responsibilities. The Audit Committee assists the Board in fulfilling this responsibility.
The Audit Committee meets with Management to review the financial reporting process and the unaudited interim financial statements
together with other financial information of the Company. The Audit Committee reports its findings to the Board for its consideration
in approving the unaudited interim financial statements together with other financial information of the Company for issuance to
the Shareholders.


 


The Audit Committee has the general responsibility
to review and make recommendations to the Board on the approval of the Company’s annual and interim financial statements,
the management discussion and analysis and the other financial information or disclosure of the Company. More particularly, it
has the mandate to:


 


	 	(a)	oversee all the aspects pertaining to the process of reporting and divulging financial information, the internal controls and the insurance coverage of the Company;
	 	 	 
	 	(b)	oversee the implementation of the Company’s rules and policies pertaining to financial information and internal controls and management of financial risks and to ensure that the certifications process of annual and interim financial statements is conformed with the applicable regulations; and
	 	 	 
	 	(c)	evaluate and supervise the risk control program and review all related party transactions.


 






    	 	6	 



     


    

 


The Audit Committee ensures that the external
auditors are independent from Management. The Audit Committee reviews the work of external auditors, evaluates their performance
and remuneration, and makes recommendations to the Board. The Audit Committee also authorizes non-related audit work. A copy of
the Charter of the Audit Committee is annexed hereto as Schedule “A”.


 


Composition of the Audit Committee


 


The following are the members of the Audit
Committee:


 


	Name	 	Independent/ Not Independent (1)	 	Financial literacy (1)
	Peter Liabotis	 	Independent	 	Financially literate
	Bryan Reyhani	 	Independent	 	Financially literate
	Darren Cox	 	Not Independent (2)	 	Financially literate


 


		Notes:	



 


	(1)	Terms have their respective meanings ascribed in NI 52-110.
	 	 
	(2)	Mr. Cox is the President and Chief Executive Officer of the Company and is therefore a non-independent member of the Audit Committee.


 


Relevant Education and Experience


 


The following table describes the education
and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee
member:


 


	Peter Liabotis	Mr. Liabotis is a Canadian Chartered Professional Accountant and a veteran senior corporate finance executive. Mr. Liabotis is currently the Chief Financial Officer of SOL Global Investments Corp., a public company that invests through various vehicles primarily in the cannabis space both in Canada and internationally. In addition, Mr. Liabotis has been the Chief Financial Officer of numerous public and private companies during his 25 year career. Mr. Liabotis has acquired strong knowledge in public markets in terms of financial reporting, mergers and acquisition activity and capital structuring and raising.
	 	 
	Bryan Reyhani 	
        Mr. Reyhani is currently Managing Director of the Eastmore Group
        where he is responsible for various legal and business strategy in both the public and private markets. He began his professional
        career in the Office of General Counsel at Merrill Lynch (1999-2003). From there, he joined the financial services and regulatory
        practice group at Loeb & Loeb LLP, where he spent approximately nine years and made partner (2003-2012). In 2012, he co-founded
        his own law practice, Reyhani Nemirovsky LLP, where he and the firm handled a wide variety of regulatory matters, litigations and
        corporate disputes, and developed a specialty practice related to blockchain technology and cryptocurrencies.

         

        In 2014, Mr. Reyhani co-founded SolidX Partners, a venture capital-backed
        startup in the developing digital asset capital markets arena. In February 2016, Mr. Reyhani was appointed the Chairman of the
        Board of Directors of NASDAQ listed FXCM (n/k/a GLBR; OTC), is currently on the Board of GLBR, and has handled various investor,
        regulatory, financing and corporate governance matters generally related to a publicly traded company. Mr. Reyhani graduated from
        Syracuse University, BA, Political Science, cum laude, and received his JD from Brooklyn Law School.




 






    	 	7	 



     


    

 


	Darren Cox	
        Darren is a motor industry innovator with over 20 years’ experience.
        His previous success with Nissan and Sony in coming up with the concept of GT Academy and deploying it for 8 years paved the way
        for esports within the racing game genre and is still considered to be a benchmark programme within esports racing to this day.
        Darren held several senior roles in the Renault Nissan Alliance including Global Head of Motorsport, Sales and Marketing; Director
        for Performance Brands; and Brand Director, Europe. While at Nissan, he was awarded several accolades internally for his role in
        launching the Nissan Juke SUV and leading the Nissan Qashqai model to 250,000 sales in one year.

         

        Darren has since founded two gaming-focused companies and has remained
        at the forefront at the crossover of gaming and racing, launching the World’s Fastest Gamer brand and working behind the
        scenes with some of the biggest brands in F1, gaming and the automotive industry.



 


Audit Committee Oversight


 


At no time since the commencement of the fiscal
year ended August 31, 2018 was a recommendation of the Audit Committee to nominate or
compensate an external auditor not adopted by the Board.


 


Reliance on Certain Exemptions


 


The Company is relying on the exemption in
Section 6.1 of NI 52-110 (Venture Issuers). At no time since the commencement of the fiscal year ended August
31, 2018 has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or
an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.


 


Pre-Approval Policies and Procedures


 


The Audit Committee has not adopted specific
policies and procedures for the engagement of non-audit services.


 


External Audit Service Fees


 


The following table sets forth, by category,
the fees for all services rendered by the Corporation’s external auditor, MNP LLP, for the financial year ended August 31,
2017. Effective November 26, 2018 MNP LLP resigned as auditors and the Board appointed UHY McGovern Hurley LLP as the new auditors.
As such, UHY McGovern Hurley LLP has conducted the audit for the financial year ended August 31, 2018.


 


	 	 	Fiscal Year Ended 

August 31, 2018	 	Fiscal Year Ended 

August 31, 2017
	Audit Fees (1)	 	203,000	 	90,000
	Audit-related Fees (2)	 	Nil	 	6,300
	Tax Fees (3)	 	Nil	 	Nil
	All Other Fees (4)	 	Nil	 	32
	Total	 	203,000	 	96,332


 


 Notes:




 


	(1)	“Audit fees” include fees rendered by the Company’s external auditor for professional services necessary to perform the annual audit and any quarterly reviews of the Company’s financial statements. This includes fees for the review of tax provisions and for accounting consultations on matters reflected in the financial statements. 



 






    	 	8	 



     


    

 


	(2)	“Audit-related fees” include fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are not included in the “Audit Fees” category. 
	(3)	“Tax fees” include fees for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.
	(4)	“All other fees” include fees for products and services provided by the Company’s external auditor, other than services reported under the table heading “Audit Fees”, “Audit-Related Fees” or “Tax Fees”. 
	(5)	The Company’s auditor for the financial year ended August 31, 2018 was UHY McGovern Hurley LLP. See “Particulars of Matters to be Acted Upon – Appointment of Auditor” below. 
	(6)	The Company’s auditor for the financial year ended August 31, 2017 was MNP LLP. See “Particulars of Matters to be Acted Upon – Appointment of Auditor” below. 


 


STATEMENT OF EXECUTIVE COMPENSATION


 


Compensation Discussion and Analysis


 


The Board as a whole determines the compensation
for directors and officers. Executive compensation has been designed to encourage Management to make decisions and take actions
that will result in the improvement of long-term shareholder value as reflected in the growth in assets and value of the Common
Shares. The focus of the Company’s current compensation policy is to:


 


	●	strengthen the relationship between compensation and enhancement of shareholder value by focusing on variable compensation, such as annual performance incentives and ownership of Common Shares, primarily by using options for acquiring Common Shares;
	●	enhance the Company’s ability to attract, encourage and retain knowledgeable and experienced executives; and
	●	balance the short-term and long-term business goals of the Company.


 


The key components of executive compensation
include: (1) base salary; (2) a short-term incentive comprised of cash bonus awards and; (3) long-term incentives comprised primarily
of stock option incentives, which are reviewed annually based on job performance as well as corporate performance and external
competitive practices.


 


The Board does not set specific performance
objectives in assessing the performance of its Management. Instead, the Board looks at the performance of the Company and its Management
and relies on its experience and judgment in determining the overall compensation package for Management. Compensation of Management
(also referred to as “Named Executive Officers”, as defined below) as detailed in this Information Circular
is not linked to the achievement of target results or improvement in the Common Share price on the TSXV.


 


Summary Compensation Table for
Named Executive Officers


 


The following table provides a summary of total
compensation earned during the fiscal years ended August 31, 2018, 2017 and 2016 by the Company’s Chief Executive Officer
and Chief Financial Officer, each of the three other most highly compensated executive officers of the Company who were serving
as such as at the end of the applicable fiscal year and whose total compensation was, individually, more than C$150,000 (the “Other
Executive Officers”), if any, and each other individual who would have been an Other Executive Officer but for the fact
that such individual was neither serving as an executive officer, nor acting in a similar capacity, as at the end of the applicable
fiscal year, if any, for services rendered in all capacities during such period (hereinafter, collectively, referred to as the
“Named Executive Officers” or “NEO”). The Named Executive Officers of the Company for the
purposes of this Information Circular are Darren Cox (CEO), Rob Suttie (CFO). Alex Igelman (Former CEO), and Stephen Shoemaker
(Former CEO).


 






    	 	9	 



     


    

 


	 	 	 	 	 	 	 	 	 	 	 	Non-Equity
    Incentive Plan Compensation ($)	 	 	 	 	 
	Name
    and Principal Position	 	Year	 	 	Salary
    (CDN$)	 	 	Option-Based
    Awards (CDN$)(1)	 	 	Annual
                                         Incentive Plans
 (CDN$)
	 	Long-Term

                                         Incentive
 Plans
 (CDN$)
	 	All
    Other Compensation (CDN$)	 	Total
    
 Compensation (CDN$)	 
	 	 	 	 	 	 	 	 	 	 	 		 		 	 	 	 	 
	Darren
    Cox(2)	 	2018	 	 	 	294,167	 	 	 	Nil	 	 	Nil	 	Nil	 	Nil	 	 	294,167	 
	CEO	 	2017	 	 	 	262,799	 	 	 	251,414	 	 	Nil	 	Nil	 	Nil	 	 	514,213	 
	 	 	2016	 	 	 	N/A	 	 	 	N/A	 	 	N/A	 	N/A	 	N/A	 	 	N/A	 
	Rob Suttie(3)	 	2018	 	 	 	11,490	 	 	 	Nil	 	 	Nil	 	Nil	 	Nil	 	 	11,490	 
	CFO	 	2017	 	 	 	8,754	 	 	 	7,616	 	 	Nil	 	Nil	 	Nil	 	 	16,370	 
	 	 	2016	 	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil	 	Nil	 	 	Nil	 
	Stephen Shoemaker(4)	 	2018	 	 	 	324,048	 	 	 	264,828	 	 	Nil	 	Nil	 	Nil	 	 	588,876	 
	Former CEO	 	2017	 	 	 	N/A	 	 	 	N/A	 	 	N/A	 	N/A	 	N/A	 	 	N/A	 
	 	 	2016	 	 	 	N/A	 	 	 	N/A	 	 	N/A	 	N/A	 	N/A	 	 	N/A	 
	Alex
    Igelman(5)	 	2018	 	 	 	336,651	 	 	 	167,111	 	 	Nil	 	Nil	 	Nil	 	 	503,762	 
	Former CEO and	 	2017	 	 	 	187,183	 	 	 	507,702	 	 	Nil	 	Nil	 	Nil	 	 	694,885	 
	Former Executive Chairman	 	2016	 	 	 	46,912	 	 	 	Nil	 	 	Nil	 	Nil	 	Nil	 	 	46,912	 




 


Notes:


 


	(1)	When the Company issues stock options, it accounts for them using the fair value method for stock-based compensation as recommended under International Financial Reporting Standards (“IFRS”). The fair value of options is determined by using the Black-Scholes Option Pricing Model (which model is commonly used by junior public companies) with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Common Shares and expected life of the options.
	(2)	Mr. Cox was appointed CEO of the Company on July 17, 2019. Previously, he served as President and Director of the Company from April 8, 2019 until July 17, 2019. Prior to that, he served as the Chief Marketing Officer of the Company since July 2017. 
	(3)	See “Employment, Consulting and Management Agreements” for information regarding the fees payable by the Company to Marrelli Support, for among other things, the services of Mr. Suttie, the Vice-President of Marrelli Support, to act as the CFO of the Company.
	(4)	Mr. Shoemaker was appointed on January 24, 2018 to lead the Company’s worldwide financial operations and finance team. On August 1, 2018, Mr. Shoemaker replaced Mr. Igelman as CEO and President of the Company. On July 17, 2019, Mr. Shoemaker resigned and was succeeded by Mr. Cox as CEO and President of the Company. 
	(5)	Mr. Igelman served as CEO until August 1, 2018, at which time he assumed the role of Executive Chairman. On April 8, 2019, Mr. Igelman resigned from his roles as Executive Chairman and director of the Company. 


 






    	 	10	 



     


    

 


Named Executive Officer Outstanding
Option-Based and Share-Based Awards


 


Given the Company’s desire to conserve
cash, the Company has historically emphasized long term incentives (stock option incentives) as its primary form of executive compensation.
The weight allocated to long-term incentives is based on a consideration of each NEO’s anticipated ability to influence the
long-term growth and performance of the business, with the objective to strengthen the relationship between compensation and enhancement
of Shareholder value. The CEO is considered to have the greatest influence on the long-term performance of the business. Accordingly,
in addition to short-term cash compensation, the CEO receives the largest allocation of stock options. There is no relationship
between the Company’s historical performance and the number of stock options granted. No stock appreciation rights, or shares
or units subject to restrictions on resale or other incentives have been granted.


 


The table below reflects all option-based awards
and share-based awards for each Named Executive Officer outstanding as at August 31, 2018 (including option-based awards and share-based
awards granted to a Named Executive Officer before such fiscal year). The Company does not currently have any equity incentive
plans other than its Rolling Plan as described below.


 


	NAMED EXECUTIVE OFFICER OPTION–BASED AWARDS AND SHARE-BASED AWARDS 
OUTSTANDING AS AT AUGUST 31, 2018
	 	 	Option-Based Awards(1)	 	Share-Based Awards
	Name of
 Named Executive Officer	 	As at Fiscal Year Ended	 	 	Number of
 Securities Underlying Unexercised Options	 	 	Option
 Exercise Price 
(CDN$/ Security)	 	 	Option
 Expiration Date	 	Value of Unexercised
 In-the-Money
 Options
 (CDN$)(2)	 	Number of Shares or Units of Shares That Have Not Vested (#)	 	Market or Payout Value of Share-Based Awards That Have Not Vested ($)	 	Market or Payout Value of Share-Based Awards no paid out or distributed
	Darren Cox 
CEO	 	2018	 	 	 	30,000	 	 	 	8.70	 	 	Jul 31, 2022	 	N/A	 	Nil	 	Nil	 	Nil
	Rob Suttie 
 CFO	 	2018	 	 	 	3,000	 	 	 	2.10	 	 	Nov. 10, 2026	 	Nil	 	Nil	 	Nil	 	Nil
	Stephen Shoemaker 
Former CEO	 	2018	 	 	 	50,000
  333,333
	 	 	 	10.80
 2.10
	 	 	Jan 12, 2023 
Jul 30, 2025 
	 	Nil 
Nil	 	Nil 
 Nil	 	Nil 
 
Nil	 	Nil 
 
Nil
	Alex Igelman 
Former CEO	 	2018	 	 	 	266,667	 	 	 	2.10	 	 	Nov. 10, 2026	 	Nil	 	Nil	 	Nil	 	Nil



 


Notes:


 


	(1) 	Each option entitles the holder to purchase one Common Share.
	(2)	Value of unexercised options is equal to the difference between the closing price of the Common Shares on the TSXV on August 31, 2018 (being the last day of the Company’s most recently completed financial year that the Common Shares traded on the TSXV) of $2.10 the exercise prices of options outstanding, multiplied by the number of Common Shares available for purchase under such options.


 






    	 	11	 



     


    

 


Summary of the Rolling Plan


 


The only incentive award plan of the Company
during the fiscal year ended August 31, 2018 is its rolling stock option plan (the “Rolling Plan”). Under the
Rolling Plan, the directors of the Company are authorized to grant options for 10% of the issued and outstanding Common Shares
from time to time. The purpose of the Rolling Plan is to provide the Company with a share ownership incentive to attract and motivate
qualified directors, officers and employees of and consultants to the Company and its subsidiaries and thereby advance the Company’s
interests and contribute toward its long term goals by affording such persons with an opportunity to acquire an equity interest
in the Company through the stock options. Option grants are made by and are within the discretion of the Company’s Board.
Under the Rolling Plan, options granted are non-transferable.


 


The Rolling Plan is administered by the Board,
which has full and final authority with respect to the granting of all options thereunder, subject to the requirements of the TSXV.
Options may be granted under the Rolling Plan to such directors, officers, employees or consultants of the Company and its affiliates,
if any, as the Board may from time to time designate.


 


Under the policies of the TSXV, except in certain
circumstances, options granted under such a Rolling Plan are not required to have a vesting period, although the directors may
continue to grant options with vesting periods, as the circumstances require. The Rolling Plan authorizes the Board to grant stock
options to the optionees on the following terms:


 


	1.	The number of Common Shares subject to each option is determined by the Board, provided that the Rolling Plan, together with all other previously established or proposed share compensation arrangements may not, during any 12 month period, result in:


 


	 	(a)	the number of Common Shares reserved for issuance pursuant to stock options granted to any one person exceeding 5% of the issued Common Shares of the Company;
	 	(b)	the issuance, within a one year period, to Insiders of the Company (as defined by applicable securities laws) of a number of Common Shares exceeding 10%, or to one Insider of a number exceeding 5%, or to a consultant of a number exceeding 2%; or to an employee who provides Investor Relations services (as defined by the policies of the TSXV) of a number exceeding 2% of the issued Common Shares of the Company.


 


	2.	The aggregate number of Common Shares which may be issued pursuant to options granted under the Rolling Plan may not exceed 10% of the issued and outstanding Common Shares of the Company as at the date of the grant.
	 	 
	3.	The exercise price of an option may not be set at less than the closing market price during the trading day immediately preceding the date of grant of the option less a maximum discount of 25% (the amount of the discount varying with market price in accordance with the policies of the TSXV).
	 	 
	4.	The options granted under the Rolling Plan may be exercisable over periods of up to 10 years (as determined by the Board).
	 	 
	5.	The options are non-transferable and non-assignable, except in certain circumstances. The options can only be exercised by the optionee as long as the optionee remains an eligible optionee pursuant to the Rolling Plan or within a period of not more than 90 days (30 days for providers of Investor Relations services) after ceasing to be an eligible optionee or, if the optionee dies, within one year from the date of the optionee’s death.
	 	 
	6.	If an offer to purchase all of the Common Shares of the Company is made by a third party, the Company may, upon giving each optionee written notice to that effect, require the acceleration of the date on which any options may be exercisable. In the event of a stock dividend, subdivision, redivision, consolidation, share reclassification, amalgamation, merger, corporate arrangement, reorganization, liquidation or similar transaction, the Board may make such adjustment, if any, to the number of Common Shares under the Rolling Plan, or to the exercise price, or to both, as it shall deem appropriate to give proper effect to such event, including requiring acceleration of the date on which any options may be exercisable.


 






    	 	12	 



     


    

 


Omnibus Plan


 


The Rolling Plan was last approved by the Shareholders
at on February 27, 2018. At the Meeting, the Company will put forth the Omnibus Plan (as hereinafter defined) to be voted upon.
If approved by the Shareholders, the Omnibus Plan will replace the Rolling Plan and thereafter all outstanding stock options will
be governed by the Omnibus Plan and no further stock options will be granted under the Rolling Plan. For more information on the
proposed Omnibus Plan, see “Particular Matters to be Acted Upon – Omnibus Incentive Plan”. A copy of the
Omnibus Plan is attached to this Information Circular as Schedule “D”.


 


Incentive Award Plans


 


The following table provides information concerning
the incentive award plans of the Company with respect to each Named Executive Officer during the fiscal year ended August 31, 2018.
The only incentive award plan of the Company during the fiscal 2018 is the Company’s Rolling Plan as hereinafter defined.
See above “Statement of Executive Compensation - Summary of the Rolling Plan” for a description of the Rolling
Plan.


 


	INCENTIVE AWARD PLANS – 

VALUE VESTED OR EARNED DURING THE FISCAL YEAR ENDED AUGUST 31, 2018
	Name of Executive Officer	Option-Based Awards 

Value Vested During Fiscal 2018

(CDN$)	Non-Equity Incentive Plan Compensation 

Value Earned During Fiscal 2018

(CDN$)
	
        Darren Cox

        CEO
	83,805	Nil
	Rob Suttie 

CFO	2,539	Nil
	
        Stephen Shoemaker

        Former CEO
	145,456	Nil
	
        Alex Igelman

        Former CEO
	404,814	Nil


 


Employment, Consulting and Management
Contracts


 


On October 20, 2016, the Company entered into
an agreement (the “Marrelli Agreement”) with Marrelli Support Services Inc. (“Marrelli Support”)
and DSA Corporate Services Inc., together known as the “Marrelli Group”, to retain Rob Suttie, the Vice-President of
Marrelli Support, as the CFO of the Company, and to provide bookkeeping and office support services, regulatory filing services
and corporate secretarial services (collectively the “Marrelli Support Services”). During the year ended August
31, 2018, the Marrelli Group charged the Company $115,989 for the provision of the Marrelli Support Services. $nil was paid by
the Company to Mr. Suttie as compensation for acting as the CFO of the Company. The Marrelli Group was also reimbursed for out
of pocket expenses. As of August 31, 2018, the Marrelli Group was owed $37,349.


 






    	 	13	 



     


    

 


Compensation of Directors


 


Individual Director Compensation


 


The following table provides a summary of the
compensation provided to the directors of the Company during the fiscal year ended August 31, 2018. Except as otherwise disclosed
below, the Company did not pay any fees or compensation to directors for serving on the Board (or any committee) beyond reimbursing
such directors for travel and related expenses and the granting of stock options under the Rolling Plan.


 


	DIRECTOR COMPENSATION TABLE
	Name	Fiscal Year Ended	
        Fees Earned

        (CDN$)

        
	Share-Based Awards

(CDN$)	
        Option-Based Awards

        (CDN$)(1)

        
	Non-Equity

Incentive Plan Compensation

(CDN$)	All Other Compensation

(CDN$)	Total

(CDN$)
	(Hon.) Ronald Spoehel(3)	2018	Nil	Nil	76,374	Nil	Nil	107,248
	Seth Schorr(4)	2018	Nil	Nil	nil	Nil	Nil	Nil
	Doug Belgrad(5)	2018	Nil	Nil	579,318	Nil	Nil	579,318
	David Fawcett(4)	2018	Nil	Nil	Nil	Nil	Nil	Nil


 


Notes:


 


	(1)	When the Company issues stock options, it accounts for them using the fair value method for stock-based compensation as recommended under the IFRS. The fair value of options is determined by using the Black-Scholes Option Pricing Model (which model is commonly used by junior public companies) with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Common Shares and expected life of the options.
	(2)	For disclosure regarding Darren Cox and Alex Igelman’s compensation, see “Summary Compensation Table for Named Executive Officers” and “Named Executive Officer Outstanding Option-Based and Share-Based Awards”.
	(3)	Mr. Spoehel resigned as a director of the Company on April 8, 2019. 
	(4)	Mr. Schorr and Mr. Fawcett resigned as directors of the Company on December 18, 2018 and were replaced by Peter Liabotis and Bryan Reyhani. 
	(5)	Mr. Belgrad resigned as a director of the Company on May 4, 2018. 


 






    	 	14	 



     


    

 


Director Outstanding Option-Based
Awards and Share-Based Awards


 


The table below reflects all option-based awards
and share-based awards for each director of the Company outstanding as at August 31, 2018. The Company does not have any equity
incentive plan other than the Rolling Plan.


 


	DIRECTOR OPTION–BASED AWARDS AND SHARE-BASED AWARDS OUTSTANDING
	 	 	Option-Based Awards	Share-Based Awards
	Name of Director 	Fiscal Year Ended	Number of

Securities Underlying Unexercised Options	Option

Exercise Price

(CDN$/ Security)	Option

Expiration Date	Value of Unexercised

In-the-Money

Options(1)

(CDN$)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards That Have Not Vested ($)	Market or Payout Value of Share-Based Awards Not Paid Out or Distributed
	(Hon.) Ronald Spoehel	2018	750,000	2.10	Nov. 10, 2026(2)	Nil	Nil	Nil	Nil
	Seth Schorr	2018	Nil	Nil	N/A	Nil	Nil	Nil	Nil
	Doug Belgrad	2018	Nil	Nil	N/A	Nil	Nil	Nil	Nil
	David Fawcett	2018	400,000	2.10	Nov. 10, 2026(3)	Nil	Nil	Nil	Nil


 


Notes:


 


	(1)	This column contains the aggregate value of in-the-money unexercised options as at the applicable year end, calculated based on the difference between the market price of the Common Shares underlying the options as at the close of day on the applicable year end, being $2.10 at August 31, 2018, and the exercise price of the options.
	(2)	Mr. Spoehel resigned as a director of the Company on April 8, 2019 and these options are now cancelled. 
	(3)	Mr. Fawcett resigned as a director of the Company on December 18, 2018 and these options are now cancelled.


 


Director Incentive Award Plans


 


The only incentive award plan of the Company
during the fiscal year ended August 31, 2018 is its Rolling Plan, which provides that the board of directors of the Company may,
from time to time, in its discretion, and in accordance with TSXV requirements, grant to directors, officers, employees and consultants
to the Company, non-transferable options to purchase Common Shares. The purpose of the Rolling Plan is to attract, retain and motivate
Management, staff and other service providers by providing them with the opportunity, through stock options, to acquire a proprietary
interest in the Company and benefit from its growth.


 


Subject to shareholder and regulatory approval,
the Company proposes to adopt a new omnibus equity incentive plan at the Meeting (see “Particulars of Matters to be Acted
Upon” – Omnibus Incentive Plan, below).


 






    	 	15	 



     


    

 


Securities Authorized For Issuance
Under Equity Compensation Plans


 


The following table provides information regarding
the number of Common Shares to be issued upon the exercise of outstanding options, and the weighted-average exercise price of outstanding
options, outstanding on August 31, 2018.


 


	 	 	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights (CAD$)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	Plan Category	Fiscal Year Ended	(a)	(b)	(c)
	
        Equity compensation plans approved by Shareholders

        (the Rolling Plan)
	August 31, 2018	820,333	3.75	280,297
	Equity compensation plans not approved by Shareholders	August 31, 2018	Nil	N/A	Nil
	Total	 	820,333	3.75	280,297


 


INDEBTEDNESS OF DIRECTORS AND EXECUTIVE
OFFICERS


 


Other than as disclosed in this Information
Circular (including in the financial statements of the Company for the fiscal year ended August 31, 2018), no directors, proposed
Nominees for election as directors, executive officers or their respective associates or affiliates, or other Management of the
Company are indebted to the Company as of the date hereof or were indebted to the Company at any time during the fiscal year ended
August 31, 2018, and no indebtedness of such individuals to another entity is the subject of a guarantee, support agreement, letter
of credit or other similar arrangement or understanding provided by the Company.


 


DIRECTORS’ AND OFFICERS’ INSURANCE


 


The Company does not carry directors’
or officers’ liability insurance for the directors and officers of the Company.


 


INTEREST OF INFORMED PERSONS IN MATERIAL
TRANSACTIONS


 


Management is not aware of any material interest,
direct or indirect, of any informed person of the Company, or any associate or affiliate of any such informed person, in any transaction
since the commencement of the Company’s fiscal year ended August 31, 2018, or in any proposed transaction, that has materially
affected or would materially affect the Company or any of its subsidiaries.


 


INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON


 


The directors and Management of the Company
have an interest in the resolutions concerning the election of directors, the approval of the Omnibus Plan (as hereinafter defined),
and the special resolution concerning the Consolidation (as hereinafter defined). Otherwise no director or member of Management
of the Company or any associate of the foregoing has any substantial interest, direct or indirect, by way of beneficial ownership
of Common Shares or otherwise in the matters to be acted upon at the Meeting, except for any interest arising from the ownership
of Common Shares of the Company where the Shareholder will receive no extra or special benefit or advantage not shared on a pro
rata basis by all holders of Common Shares in the capital of the Company.


 






    	 	16	 



     


    

 


PARTICULARS OF MATTERS TO BE ACTED UPON


 


Audited Financial Statements


 


The audited financial statements for the financial
year ended August 31, 2018, and the report of the auditors thereon, will be submitted to the Meeting. Receipt at the Meeting of
the Company’s financial statements and of the auditors’ report thereon will not constitute approval or disapproval
of any matters referred to therein.


 


Election of Directors


 


The term of office of each of the current directors
will end at the conclusion of the Meeting. Unless a director’s office is earlier vacated in accordance with the provisions
of the OBCA, each director elected will hold office until the conclusion of the next annual general meeting of the Company.


 


The articles of the Company provide that the
Board may consist of a minimum of one (1) and a maximum of ten (10) directors to be elected annually. The Board is currently composed
of three (3) directors: Darren Cox, Peter Liabotis, and Bryan Reyhani. It is proposed that all three of these directors will be
nominated at the meeting.


 


In the absence of a contrary instruction,
the person(s) designated by Management of the Company in the enclosed Proxy intend(s) to vote FOR the election as directors of
the proposed Nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite
the proposed Nominee’s name. Management does not contemplate that any of the proposed Nominees will be unable to serve
as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed
proxies given in favour of such Nominee(s) may be voted by the person(s) designated by Management of the Company in the enclosed
Proxy, in their discretion, in favour of another Nominee.


 






    	 	17	 



     


    

 


The following table sets forth information
with respect to each Nominee, including the number of Common Shares beneficially owned, or controlled or directed, directly or
indirectly, by such person or the person’s associates or affiliates as at the Record Date. The information as to Common Shares
beneficially owned, or controlled or directed, directly or indirectly, not being within the knowledge of the Company, has been
furnished by the respective proposed Nominees individually, and such information does not include Common Shares issuable upon the
exercise of options, warrants or other convertible securities of the Company. Except as indicated below, each of the proposed Nominees
has held the principal occupation shown beside the Nominee’s name in the table below or another executive office with the
same or a related company, for the last five years.


 


	Name of Nominee, Current Position with the Company, and Province/State and Country of Residence	 	Occupation, Business or

Employment	 	Director Since	 	Number and Percentage of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
	
        Darren Cox

        Bicester, England

        Chief Executive Officer, President and Director
	 	CEO of the Company since July 2019. President of the Company from April 2019 to present. Chief Marketing Officer and Managing Director of Millennial Esports Europe from July 2017 to April 2019. Founder of IDEAS+CARS from November 2015 to present. Global Head of Brand, Sales and Marketing of Nissan Motor Corporation from February 2014 to October 2015. 	 	Acted as CMO July 2017 – April 2019; appointed President and director in April 2019; appointed CEO in July 2019	 	Nil
	
        Peter Liabotis

        Oakville, Ontario

        Director
	 	Chief Financial Officer of SOL Global Investments Corp. from September 2018 to present. Chief Financial Officer of Gravitas Financial Inc. from May 2017 to September 2018. Independent Senior Financial Consultant from October 2015 to April 2017. Chief Financial Officer of Energizer Resources Inc. from September 2012 to September 2015. Chief Financial Officer of MacDonald Mines Exploration Ltd. from October 2013 to September 2015. Chief Financial Officer of Red Pine Exploration Inc. from September 2012 to September 2015. Chief Financial Officer of Honey Badger Exploration Inc from September 2012 to September 2015. Director of Honey Badger Exploration Inc from October 2019 to February 2016.	 	December 2018	 	Nil
	
        Bryan Reyhani

        New York City, USA

        Director
	 	Managing Director, Legal and Business Strategy of Eastmore Group from December 2017 to present. Partner at law firm Reyhani Nemirovsky LLP from April 2012 to October 2017.	 	December 2018	 	Nil


 


Notes:


 


	(1)	Information in the table above is derived from the Company’s review of insider reports filed with System for Electronic Disclosure by Insiders (SEDI) and from information furnished by the respective director Nominees.


 


Darren Cox is a motor industry innovator
with over 20 years’ experience. His previous success with Nissan and Sony in coming up with the concept of GT Academy and
deploying it for 8 years paved the way for esports within the racing game genre and is still considered to be a benchmark programme
within esports racing to this day. Darren held several senior roles in the Renault Nissan Alliance including Global Head of Motorsport,
Sales and Marketing; Director for Performance Brands; and Brand Director, Europe. While at Nissan, he was awarded several accolades
internally for his role in launching the Nissan Juke SUV and leading the Nissan Qashqai model to 250,000 sales in one year.


 


Darren has since founded two gaming-focused
companies and has remained at the forefront at the crossover of gaming and racing, launching the World’s Fastest Gamer brand
and working behind the scenes with some of the biggest brands in F1, gaming and the automotive industry.


 


Peter Liabotis is a Canadian Chartered
Professional Accountant and a veteran senior corporate finance executive. Mr. Liabotis is currently the Chief Financial Officer
of SOL Global Investments Corp., a public company that invests through various vehicles primarily in the cannabis space both in
Canada and internationally. In addition, Mr. Liabotis has been the Chief Financial Officer of numerous public and private companies
during his 25 year career. Mr. Liabotis has acquired strong knowledge in public markets in terms of financial reporting, mergers
and acquisition activity and capital structuring and raising.


 






    	 	18	 



     


    

 


Bryan Reyhani is currently Managing
Director of the Eastmore Group where he is responsible for various legal and business strategy in both the public and private markets.
He began his professional career in the Office of General Counsel at Merrill Lynch (1999-2003). From there, he joined the financial
services and regulatory practice group at Loeb & Loeb LLP, where he spent approximately nine years and made partner (2003-2012).
In 2012, he co-founded his own law practice, Reyhani Nemirovsky LLP, where he and the firm handled a wide variety of regulatory
matters, litigations and corporate disputes, and developed a specialty practice related to blockchain technology and cryptocurrencies.


 


In 2014, Mr. Reyhani co-founded SolidX Partners,
a venture capital-backed startup in the developing digital asset capital markets arena. In February 2016, Mr. Reyhani was appointed
the Chairman of the Board of Directors of NASDAQ listed FXCM (n/k/a GLBR; OTC), is currently on the Board of GLBR, and has handled
various investor, regulatory, financing and corporate governance matters generally related to a publicly traded company. Mr. Reyhani
graduated from Syracuse University, BA, Political Science, cum laude, and received his JD from Brooklyn Law School.


 


Orders, Penalties and Bankruptcies


 


To the knowledge of the Company, as of the
date hereof, no Nominee:


 


	 	(a)	is, or has been, within 10 years before the date hereof, a director, CEO or CFO of any company (including the Company) that:


 


	 	(i)	was subject to an order that was issued while the proposed director was acting in the capacity as director, CEO or CFO, or
	 	 	 
	 	(ii)	was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO;


 


	 	(b)	is, or has been, within 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while such Nominee was acting in that capacity, or within a year of such Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
	 	 	 
	 	(c)	has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Nominee.


 


For the purposes of the above section, the
term “order” means:


 


	 	(a)	a cease trade order, including a management cease trade order;
	 	 	 
	 	(b)	an order similar to a cease trade order; or
	 	 	 
	 	(c)	an order that denied the relevant company access to any exemption under securities legislation,


 


that was in effect for a period of more than
30 consecutive days.


 


To the knowledge of the Company, as of the
date hereof, no Nominee has been subject to:


 


	 	(a) 	any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
	 	 	 
	 	(b)	any other penalties or sanctions imposed by a court or regulatory body,


 


that would likely be considered important to
a reasonable Shareholder in deciding to vote for a proposed director.


 






    	 	19	 



     


    

 


2019 Cease Trade Order


 


On January 7, 2019, the Ontario Securities
Commission (“OSC”) issued a temporary cease trade order against the Company for failure to file its annual financial
statements for the fiscal year ended August 31, 2018, the related management’s discussion and analysis and the related certification
of the annual filings by the deadline of December 31, 2018. On April 8, 2019 the Company filed its annual financial statements
and the other requisite documents. The OSC lifted the cease trade order on April 9, 2019. The Company was reinstated for trading
on the TSXV and the Common Shares resumed trading on April 16, 2019.


 


All of the current directors and executive
officers of the Company were acting in their current roles throughout the duration of the cease trade order, with the exception
of Darren Cox, who was promoted from Chief Marketing Officer to President and a director of the Company on April 8, 2019 and to
Chief Officer of the Company on July 17, 2019.


 


Appointment of Auditor


 


Effective November 26, 2018, MNP LLP, Chartered
Accountants, (“MNP”) resigned as the auditors for the Company and also effective November 26, 2018, UHY McGovern
Hurley LLP, Chartered Accountants, (“UHY”) were appointed as the auditors of the Company, with offices at 251
Consumers Road, Suite 800, Toronto, Ontario, M2J 4R3. MNP were previously the auditors of the Company since April 2011. The appointment
of UHY has been considered by the Audit Committee and the Board. There was no “reportable event” within the meaning
of NI 51-102 in connection with the audits of the Company’s two most recently completed fiscal years and up to November 26,
2018.


 


In accordance with Section 4.11 of NI 51-102,
a notice of change of auditor was sent to MNP and UHY, each of which provided a letter to the securities regulatory authority in
each province where the Company is a reporting issuer stating that they agree, or that they have no basis to either agree or disagree,
with the statements in the notice of change of auditor. Those statements include (i) that there have been no reservations in the
reports of MNP on any of the financial statements of the Company until November 26, 2018 and (ii) that there have been no “reportable
events” (as defined in NI 51-102).


 


A reporting package, as defined in NI 51-102,
is attached as Schedule “B” to this Information Circular and includes the notice of change of auditor and the above-mentioned
letters from MNP and UHY to the applicable securities regulatory authorities.


 


The persons named in the accompanying form
of proxy will, in the absence of specifications or instructions to withhold from voting on the form of proxy, vote FOR the
appointment of UHY as the auditors of the Company, to hold office until the next annual meeting of shareholders of the Company
and to authorize the Board to fix such auditor’s remuneration.


 


Omnibus Incentive Plan


 


At the Meeting, Shareholders will be asked
to consider and if thought fit, approve a resolution in the form attached as Schedule “C” hereto, approving a new omnibus
equity incentive plan (the “Omnibus Plan”). A copy of the Omnibus Plan is attached hereto as Schedule “D”.
Pursuant to the policies of the TSXV, the Omnibus Plan must be approved by disinterested shareholders at the Meeting.


 


The Company’s current compensation program,
described elsewhere in this Information Circular (see “Statement of Executive Compensation”) provides total
compensation for executives and employees in various roles that is comprised of a base salary (fixed cash amount), short-term incentive
plan (annual, discretionary cash bonus) and lastly, long-term equity-based incentives (stock options) that align employees’
interests with those of Shareholders. The stock options are currently granted under the Company’s Rolling Plan, which was
last approved by the Shareholders on February 27, 2018. For further information on the Rolling Plan, see “Statement of
Executive Compensation – Summary of the Rolling Plan”.


 






    	 	20	 



     


    

 


Summary of Material Terms


 


All directors, officers, employees and consultants
of the Company and/or its affiliates (“Eligible Participants”) are eligible to receive awards of Common Share
purchase options (“Options”) restricted stock units (“RSUs”), and deferred stock units (“DSUs”
and collectively with the Options and RSUs, the “Awards”). A copy of the full Omnibus Plan is attached as Schedule
“D” to this Information Circular.


 


Subject to final TSXV approval, the Omnibus
Plan will, in respect of options to purchase Common Shares, serve as the successor to the Rolling Plan, and no further options
to purchase Common Shares will be granted under the Rolling Plan from and after the effective date of the Omnibus Plan.


 


The Omnibus Plan would provide the Board with
the flexibility to make broader and different forms of equity awards for the Eligible Participants and thereby maintain a competitive
compensation structure. Further, the use of a wider range of equity-based compensation as part of a total compensation package
gives the Board more flexibility in setting the base salaries of the various Eligible Participants. This would give the Company
greater control over the management of its fixed cash expenses in the area of employee compensation.


 


Under the Omnibus Plan, the maximum number
of Common Shares issuable from treasury pursuant to Awards shall not exceed 10% of the total outstanding Common Shares from time
to time less the number of Common Shares issuable pursuant to all other security-based compensation arrangements of the Company.


 


The Omnibus Plan with respect to the Options
is considered a “rolling plan”, and as a result, any and all increases in the number of issued and outstanding Common
Shares will result in an increase to the number of Common Shares available to grant. Common Shares in respect of which Options
have not been exercised and are no longer subject to being purchased pursuant to the terms of any Options shall be available for
further Options under the Omnibus Plan.


 


For so long as the Company is listed on the
TSXV or on another exchange that requires the Company to fix the number of Common Shares to be issued in settlement of Awards that
are not Options, the maximum number of Common Shares available for issuance pursuant to the settlement of RSUs and DSUs together
shall be an aggregate of 400,000 Common Shares.


 


The maximum number of Common Shares subject
to any Award which may be granted under the Omnibus Plan during any fiscal year of the Company to any participant shall be 10%
Common Shares per type of Award provided that the maximum number of Common Shares for all types of Awards granted to any participant
does not exceed 10% Common Shares during any fiscal year of the Company.


 


The maximum number of Common Shares for which
Awards may be issued to any one participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, unless
the Company obtains disinterested shareholder approval as required by the policies of the TSXV. The aggregate number of Common
Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding Common
Shares, calculated on the date an Award is granted to the consultant. The aggregate number of Common Shares for which Options may
be issued to any persons retained to provide Investor Relations Activities (as defined by the TSXV) within any 12-month period
shall not exceed 2% of the outstanding Shares, calculated on the date an Option is granted to such persons.


 


Further, unless disinterested shareholder approval
as required by the policies of the TSXV is obtained: (i) the maximum number of Common Shares for which Awards may be issued to
insiders of the Company (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate
number of Awards granted to insiders of the Company (as a group), within any 12-month period, shall not exceed 10% of the outstanding
Common Shares, calculated at the date an Award is granted to any insider.


 






    	 	21	 



     


    

 


The Board may provide the circumstances in
which Awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to the Company
or any affiliate of the Company prior to the end of a performance period or exercise or settlement of such Award. On the occurrence
of a Change in Control (as such term is defined in the Omnibus Plan) the Board will take such steps as are reasonably necessary
or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities
of substantially equivalent (or greater) value in the continuing entity. The Board may, in its sole discretion, change the Performance
Criteria (as defined in the Omnibus Plan) or accelerate the vesting and/or the expiry date of any or all outstanding Awards to
provide that, notwithstanding the Performance Criteria and/or vesting provisions of such Awards, such designated outstanding Awards
shall be fully performed and/or vested and conditionally exercisable upon (or prior to) the completion of the Change in Control
provided that the Board shall not, in any case, authorize the exercise of Awards beyond the expiry date of the Awards.


 


The Board may amend the Omnibus Plan or any
Award at any time without the consent of a participant provided that such amendment shall (i) not adversely alter or impair any
Award previously granted except as permitted by the terms of the Omnibus Plan, (ii) be in compliance with applicable law and subject
to any regulatory approvals including, where required, the approval of the TSXV, and (iii) be subject to shareholder approval,
where required by law, the requirements of the TSXV or the Omnibus Plan, provided however that shareholder approval shall not be
required for the following amendments and the Board may make any changes which may include but are not limited to: (i) amendments
of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision,
error or omission in the Omnibus Plan; (ii) changes that alter, extend or accelerate the terms of vesting or settlement applicable
to any Award; and (iii) a change to the Eligible Participants under the Omnibus Plan.


 


As described in the Omnibus Plan, the following
amendments require the approval of Shareholders: (i) a change to the maximum number of Common Shares that may be made the subject
of Awards under the Omnibus Plan; (ii) any amendment which reduces the exercise price of any Award, as applicable, after such Awards
have been granted or any cancellation of an Award and the substitution of that Award by a new Award with a reduced price; (iii)
any amendment which extends the expiry date of any Award, or the restriction period of any RSU beyond the original expiry date;
(iv) any amendment which would have the potential of broadening or increasing participation by insiders; (v) any amendment which
would permit any Award granted under the Plan to be transferable or assignable by any Participant other than as expressly permitted;
(vi) any amendment which increases the maximum number of Shares that may be (a) issuable to insiders and associates of such insiders
at any time; or (b) issued to insiders and associates of such insiders and any other proposed or established share compensation
arrangement in a one-year period; or (vii) any amendment to the amendment provisions of the Omnibus Plan. Common Shares held directly
or indirectly by insiders benefiting from the amendments in sections (ii) and (iii) above shall be excluded when obtaining such
shareholder approval.


 


The Board may, subject to regulatory approval,
discontinue the Omnibus Plan at any time without the consent of the participants provided that such discontinuance shall not materially
and adversely affect any Awards previously granted to a Participant under the Omnibus Plan.


 


The Board (or the designate committee of the
Board) may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions of the Omnibus Plan
concerning the effect of termination of the participant’s employment shall not apply for any reason acceptable to the Board
(or a committee thereof).


 


All Awards granted under the Omnibus Plan are
non-transferable in any manner, including assignment, except as may be permitted by the Board (or the designate committee of the
Board), or as specifically provided in the agreement for an Award granted under the Omnibus Plan.


 


Options


 


The Omnibus Plan will replace the Company’s
existing Rolling Plan. Once the Omnibus Plan is approved, no further Options will be granted under the Rolling Plan and all outstanding
Options will be governed by the Omnibus Plan.


 






    	 	22	 



     


    

 


The Board shall determine, at the time of granting
the particular Option, the period during which the Option is exercisable, commencing on the date such Option is granted to the
participant and ending as specified in the Omnibus Plan or in the underlying option agreement, but in no event shall an Option
expire on a date which is later than ten (10) years from the date the Option is granted. Unless otherwise determined by the Board,
all unexercised Options shall be cancelled at the expiry of such Options. The exercise price for Common Shares that are the subject
of any Option shall be fixed by the Board when such Option is granted, but shall not be less than the “Market Value”
(as defined in the Omnibus Plan) of such Common Shares at the time of the grant.


 


Should the expiration date for an Option fall
within a “Black-Out Period” (as defined in the Omnibus Plan) or within nine (9) business days following the expiration
of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which
is the tenth business day after the end of the Black-Out Period, such tenth business day to be considered the expiration date for
such Option for all purposes under the Omnibus Plan. The ten (10) business day period may not be extended by the Board.


 


In order to facilitate the payment of the exercise
price of the Options, the Omnibus Plan has a cashless exercise feature pursuant to which a participant may elect to undertake either
a broker assisted ‘‘cashless exercise’’ or a ‘‘net exercise’’ subject to the procedures
set out in the Omnibus Plan, including the consent of the Board, where required.


 


In particular, a participant may, by surrendering
an Option (“Surrender”) with a properly endorsed notice of Surrender, elect to receive that number of Common
Shares calculated using the following formula:


 


X = Y (A-B)


A


 


Where:


 


X = the number of Shares to be issued
to the Participant

Y = the number of Shares underlying the Options to be Surrendered

A = the Market Value of the Shares as at the date of the Surrender

B = the Option Price of such Options.


 


(All such terms as defined in the
Omnibus Plan).


 


DSUs 


 


The Omnibus Plan also provides the Board with
the authority to grant DSUs to participants. DSUs represent “phantom shares” or a contractual right to receive a payment
in cash or in Common Shares, that is only made after the termination, retirement, or death of the holder of the DSU. Under the
Omnibus Plan, DSUs may only be granted to an “Eligible Director”, defined as any Board member who, at the time of execution
of a grant agreement, and at all times thereafter while they continue to serve as a member of the Board, are not officers, senior
executives or other employees of the Company or consultants or service providers providing ongoing services to the Company and
its affiliates. Each Eligible Director shall receive his or her annual retainer fee in the form of a grant of DSUs in each fiscal
year. The number of DSUs shall be calculated as the Eligible Director’s annual retainer fee divided by the Market Value (as
defined in the Omnibus Plan). At the discretion of the Board, fractional DSUs will not be issued and any fractional entitlements
will be rounded down to the nearest whole number.


 


Unless otherwise set forth in an underlying
DSU Agreement, each DSU shall vest as to 50% on the sixth month anniversary of the date of grant and 50% on the anniversary of
the date of grant. Subject to vesting and other conditions and provisions set forth in the Omnibus Plan and in an underlying DSU
Agreement, each DSU awarded to an Eligible Director shall entitle the Eligible Director to redeem such DSU in exchange for one
(1) Common Share issued from treasury.


 


Each Eligible Director shall be entitled to
redeem his or her DSUs during the period commencing on the business day immediately following the date of termination (the “Termination
Date”) and ending on the date that is two years following such termination date, or a shorter such redemption period
set out in the relevant DSU Agreement, by providing a written notice of settlement to the Company setting out the number of DSUs
to be settled and the particulars regarding the registration of the Common Shares issuable upon settlement (the “DSU Redemption
Notice”).


 






    	 	23	 



     


    

 


If a DSU Redemption Notice is not received
by the Company on or before the 90th day following the date of termination, the Eligible Director shall be deemed to have delivered
a DSU Redemption Notice and the Company shall redeem all of the Eligible Director’s DSUs in exchange for Common Shares to
be delivered to the Eligible Director, administrator or liquidator of the estate of the Eligible Director, as applicable.


 


Notwithstanding any other provision of the
Omnibus Plan, in the event that (i) a DSU Redemption Notice is received during a Black-Out Period or other trading restriction
imposed by the Company; or (ii) the Eligible Director has not delivered a DSU Redemption Notice and the 90th day following
the Termination Date falls during a Black-Out Period or other trading restriction imposed by the Company, then settlement of the
applicable DSUs shall be automatically extended to the tenth (10th) business day following the date that such Black-Out Period
or other trading restriction is lifted, terminated or removed.


 


RSUs 


 


The Omnibus Plan also authorizes the Board
to grant RSUs, which provide a contractual right to receive Common Shares, vesting over a three-year period. RSUs add a medium-term
incentive option to the Company’s compensation program. RSUs are considered “medium-term” incentives because
they vest from one to three years from the date of grant. The RSUs are subject to such restrictions and conditions as the Board
may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement
of pre-established performance goals and objectives.


 


For each award of RSUs, the Board shall establish
the period in which any “Performance Criteria” (as defined in the Omnibus Plan) and other vesting conditions must be
met in order for a participant to be entitled to receive Common Shares in exchange for all or a portion of the RSUs held by such
participant (the “Performance Period”), provided that such Performance Period may be no longer than three (3)
years after the calendar year in which the Award was granted.


 


Unless otherwise set forth in an underlying
RSU Agreement, each RSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant. Subject to
the vesting and other conditions and provisions set forth in the Omnibus Plan and in an underlying RSU Agreement, the Board shall
determine whether each RSU awarded to a Participant shall entitle the Participant: (i) to receive one Common Share issued from
treasury; (ii) to receive the “Cash Equivalent” of one Common Share; or (iii) to elect to receive either one Common
Share from treasury, the Cash Equivalent of one Common Share or a combination of cash and Common Shares.


 


The vesting determination date means the date
on which the Board determines if the Performance Criteria and/or other vesting conditions with respect to a RSU have been met (the
“RSU Vesting Determination Date”), and as a result, establishes the number of RSUs that become vested, if any.


 


Except as otherwise provided in an underlying
RSU Agreement, in the event that the vesting conditions, the Performance Criteria and Performance Period, if applicable, of an
RSU are satisfied, all of the vested RSUs covered by a particular grant may, subject to the provisions for Black-Out Periods (described
below), be settled at any time beginning on the first business day following their RSU Vesting Determination Date but no later
than the date that is five (5) years from their RSU Vesting Determination Date (the “RSU Settlement Date”).


 


Settlement of RSUs shall take place promptly
following the RSU Settlement Date and take the form set out in an RSU settlement notice through: (a) in the case of settlement
of RSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent; (b) in the case of
settlement of RSUs for Common Shares, delivery of a share certificate to the Participant or the entry of the Participant’s
name on the share register for the Common Shares; or (c) in the case of settlement of the RSUs for a combination of Common Shares
and the Cash Equivalent, a combination of (a) and (b).


 


Notwithstanding any other provision of the
Omnibus Plan, in the event that an RSU Settlement Date falls during a Black-Out Period or other trading restriction imposed by
the Company and the Participant has not delivered an RSU settlement notice, then such RSU Settlement Date shall be automatically
extended to the tenth (10th) business day following the date that such Black-Out Period or other trading restriction is lifted,
terminated or removed.


 






    	 	24	 



     


    

 


Conclusion


 


With shareholder approval of the Omnibus Plan,
the main components of the compensation program will be:


 


	 	●	the fixed base salary;
	 	 	 
	 	●	short-term incentives – the annual discretionary cash bonus; and
	 	 	 
	 	●	medium and long-term equity-based incentives – Options, DSUs and RSUs. 


 


The Omnibus Plan serves several purposes for
the Company. One purpose is to develop the interests of Eligible Participants in the growth and development of the Company by providing
such persons with the opportunity to acquire a proprietary interest in the Company. All Eligible Participants are considered eligible
to be selected to receive an Award under the Omnibus Plan. Another purpose is to attract and retain key talent and valuable Eligible
Participants, who are necessary to the Company’s success and reputation, with a competitive compensation mechanism. Finally,
the Omnibus Plan will align the interests of the participants with those of the Company’s shareholders by devising a compensation
mechanism which encourages the prudent maximization of distributions to shareholders and long-term growth.


 


As of the Record Date, there were an aggregate
of 532,999 Options outstanding and unexercised under the existing Rolling Plan. The Omnibus Plan will be administered by the Board
of the Company or such committee as may be designated by the Board to administer the Omnibus Plan. The Omnibus Plan must be renewed
at each annual shareholder meeting according to TSXV rules.


 


At the Meeting, Shareholders will be asked
to pass an ordinary resolution, the full text of which is set out in Schedule “C” to this Information Circular (the
“Omnibus Resolution”). In order to be adopted, the Omnibus Resolution must be passed by a simple majority of
the votes cast in person or by proxy, at the Meeting, of disinterested shareholders. All directors and senior officers and their
associates and affiliates will be excluded from voting on the Omnibus Resolution including Darren Cox, Peter Liabotis and Bryan
Reyhani. As of the date hereof, the Company has advised that a total of nil Common Shares will be excluded from voting on the Omnibus
Resolution.


 


The Board unanimously recommends that the
shareholders vote FOR the Omnibus Resolution. It is intended that the Common Shares represented by proxies in favour of
management nominees will be voted in favour of the Omnibus Resolution in the absence of direction to the contrary from the shareholder
appointing them. An affirmative vote of a majority of the votes cast by disinterested shareholders at the meeting is sufficient
for approval of the Omnibus Resolution.


 


Approval of Share Consolidation


 


The Board has determined that it would be in
the best interests of the Company to effect a consolidation of all of the issued and outstanding Common Shares on the basis of
one (1) post-Consolidation Common Share for up to a maximum of five (5) pre-Consolidation Common Shares, or such other consolidation
ratio that the Board deems appropriate provided that such ratio shall not be greater than one (1) post-Consolidation Common Share
for up to a maximum of five (5) pre-Consolidation Common Shares (the “Consolidation”). The text of the special
resolution that will be submitted to Shareholders at the Meeting is set forth under Schedule “E” hereto (the “Consolidation
Resolution”).


 


The Board believes that the Consolidation will
optimize the capital structure of the Company and may provide the Company with greater flexibility to pursue future opportunities,
when and if such opportunities may be identified. As provided in the Consolidation Resolution, the Board may, in its sole discretion
and without further approval of the Shareholders, decide not to proceed with the Consolidation.


 






    	 	25	 



     


    

 


As at the Record Date, the authorized share
capital of the Company consists of an unlimited number of Common Shares of which 11,732,949 Common Shares are issued and outstanding.
If the Consolidation is approved and implemented, the number of issued and outstanding Common Shares will decrease to approximately
2,346,589 Common Shares assuming the maximum Consolidation ratio of one (1) post-Consolidation Common Share for five (5) pre-Consolidation
Common Shares. The implementation of the Consolidation will not affect any Shareholder’s proportionate voting rights (subject
to the treatment of fractional Common Shares) or percentage of ownership in the Company, even though such ownership will be represented
by a smaller number of Common Shares. In the event the Consolidation would result in the issuance of a fractional Common Share,
no fractional Common Share will be issued and any resulting fraction will be rounded down to the nearest whole number.


 


To be effective, the proposed Consolidation
must be approved by the TSXV and not less than two-thirds (2/3) of the votes cast by holders of the Common Shares present in person
or represented by proxy and entitled to vote at the Meeting.


 


The Board unanimously recommends that the
shareholders vote FOR the Consolidation Resolution. It is intended that the Common Shares represented by proxies in favour
of management nominees will be voted in favour of the Consolidation Resolution in the absence of direction to the contrary from
the shareholder appointing them.


 


Approval of Name Change


 


The Board propose to change the name of the
Company to “Torque Esports Corp.”, or such other similar name as may be determined by the Board (the “Name
Change”). The Name Change remains subject to all required regulatory approvals, including both TSXV approval and Shareholder
approval.


 


The Company has recently restructured its business
and leadership team. The Board feels that the Name Change is in the best interests of the Company in order to reflect the recent
changes in the Company’s business activities and its exclusive focus on two areas – (1) esports racing; and (2) esports
data provision.


 


At the Meeting, the Shareholders will be asked
to consider and, if thought appropriate, to pass, with or without variation, a special resolution (the “Name Change Resolution”)
authorizing the Name Change, the full text of which is set out in Schedule “F” hereto. The Name Change Resolution must
be approved by special resolution in order to become effective. To pass, a special resolution requires the affirmative vote of
not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present at the Meeting in person or by proxy.


 


The Board unanimously recommends that the
shareholders vote FOR the Name Change Resolution. It is intended that the Common Shares represented by proxies in favour
of management nominees will be voted in favour of the Name Change Resolution in the absence of direction to the contrary from the
shareholder appointing them.


 


Indication of Officer and Directors


 


All of the directors and executive officers
of the Company have indicated that they intend to vote their Common Shares in favour of each of the above resolutions. In addition,
unless authority to do so is indicated otherwise, the persons named in the enclosed Proxy intend to vote the Common Shares represented
by such proxies in favour of each of the above resolutions.


 


ADDITIONAL INFORMATION


 


Additional information relating to the Company
is on SEDAR at www.sedar.com. Shareholders may contact the Company at 77 King Street West, Suite 3000, P.O Box 95, Toronto Ontario,
M5K 1G8, to request copies of the Company’s financial statements and MD&A. Financial information is provided in the Company’s
comparative financial statements and MD&A for the fiscal year ended August 31, 2018 and subsequent interim periods, which are
filed on SEDAR.


 






    	 	26	 



     


    

 


OTHER MATTERS


 


Management of the Company is not aware of any
other matter to come before the Meeting other than as set forth in the Notice. If any other matter properly comes before the Meeting,
it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with
their best judgment on such matter.


 


The contents of this Information Circular and
its distribution to Shareholders have been approved by the Board.


 


DATED September 6, 2019


 


BY ORDER OF THE BOARD


 


	/s/ “ Darren Cox”	 
	 	 
	Darren Cox	 
	Chief Executive Officer	 


 




    	 	27	 



     


    


 


SCHEDULE “A”



 


AUDIT COMMITTEE CHARTER


 


MILLENNIAL ESPORTS CORP.


(the “Company”)


 


		1.	PURPOSE AND COMPOSITION



 


The purpose of the Audit Committee (the “Committee”)
of the Company is to assist the Board of directors (the “Board”) in reviewing:


 


	 	(a)	the Company’s financial disclosure;
	 	 	 
	 	(b)	the qualifications and independence of the Company’s external auditor; and
	 	 	 
	 	(c)	the performance of the external auditor.


 


The Committee of the Company shall be composed
of not less than three directors of the Company, a majority of whom shall be independent within the meaning of NI 52-110, as amended
or replaced form time to time.


 


		2.	RESPONSIBILITIES AND DUTIES



 


To fulfil its responsibilities and duties the
Committee shall:


 


	 	(a)	Financial Disclosure


 


	 	(i)	review the Company’s:


 


	 	(A)	interim and annual financial statements;
	 	 	 
	 	(B)	management’s discussions and analyses;
	 	 	 
	 	(C)	interim and annual earnings press releases;
	 	 	 
	 	(D)	annual information forms;
	 	 	 
	 	(E)	filing statements;
	 	 	 
	 	(F)	other documents containing audited or unaudited financial information, at its discretion; and
	 	 	 
	 	(G)	report thereon to the Board before such documents are approved by the Board and disclosed to the public; and


 


	 	(ii)	be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the disclosure provided by the financial statements, management’s discussions and analyses and earnings press releases, and shall periodically assess the adequacy of those procedures.


 






    	 	A-1	 



     


    


 


	 	(b)	External Audit


 


	 	(i)	recommend to the Board the external auditor to be appointed for purposes of preparing or issuing an auditor’s report or performing other audit, review or attest services;
	 	 	 
	 	(ii)	review and approve the audit plan, the terms of the external auditor’s engagement, the appropriateness and reasonableness of proposed audit fees, and any issues relating to the payment of audit fees, and make a recommendation to the Board with respect to the compensation of the external auditor;
	 	 	 
	 	(iii)	review the independence of the external auditor;
	 	 	 
	 	(iv)	meet with the external auditor and with management to discuss the audit plan, audit findings, any restrictions on the scope of the external auditor’s work, and any problems that the external auditor experiences in performing the audit;
	 	 	 
	 	(v)	review with the external auditor and management any changes in Generally Accepted
	 	 	 
	 	(vi)	Accounting Principles that may be material to the Company’s financial reporting;
	 	 	 
	 	(vii)	review pro forma or adjusted information not in accordance with GAAP;
	 	 	 
	 	(viii)	have the authority to communicate directly with the external auditor;
	 	 	 
	 	(ix)	require the external auditor to report directly to the Committee;
	 	 	 
	 	(x)	directly oversee the work of the external auditor that is related to the preparation or issue of an auditor’s report or other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;
	 	 	 
	 	(xi)	meet with the external auditor to discuss the annual financial statements (including the report of the external auditor thereon) and the interim financial statements (including the review engagement report of the external auditor thereon);
	 	 	 
	 	(xii)	review any management letter containing the recommendations of the external auditor, and the response and follow up by management in relation to any such recommendations;
	 	 	 
	 	(xiii)	review any evaluation of the Company’s internal control over financial reporting conducted by the external auditor, together with management’s response;
	 	 	 
	 	(xiv)	pre-approve (or delegate such pre-approval to one or more of its independent members) in accordance with a pre-approval policy, all engagements for non-audit services to be provided to the Company or its subsidiary entities by the external auditor, together with all non-audit services fees, and consider the impact of such engagements and fees on the independence of the external auditor;
	 	 	 
	 	(xv)	review and approve the Company’s hiring policy regarding partners, employees and former partners and employees of the present and former external auditor of the Company; and
	 	 	 
	 	(xvi)	in the event of a change of auditor, review and approve the Company’s disclosure relating thereto.


 


	 	(c)	Financial Complaints Handling Procedures


 


	 	(i)	establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
	 	 	 
	 	(ii)	establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.


 






    	 	A-2	 



     


    


 


		3.	OPERATION OF THE COMMITTEE



 


In connection with the discharge of its duties
and responsibilities, the Committee shall observe the following procedures:


 


	 	(a)	Reporting. The Committee shall report to the Board.
	 	 	 
	 	(b)	Meetings. The Committee shall meet at least four times every year, and more often if necessary, to discharge its duties and responsibilities hereunder.
	 	 	 
	 	(c)	Advisors. The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay, at the Company’s expense, the compensation of such advisors.
	 	 	 
	 	(d)	Chairman. The Committee will recommend a director as Chairman of the Committee to the Board for approval. If the Chairman of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside.
	 	 	 
	 	(e)	Quorum. A majority of committee members, present in person, by video-conference, by telephone or by a combination thereof, shall constitute a quorum.
	 	 	 
	 	(f)	Secretary. The Committee shall appoint a Secretary who need not be a member of the Committee or a director of the Company. The Secretary shall keep minutes of the meetings of the Committee.
	 	 	 
	 	(g)	Calling of Meetings. A meeting of the Committee may be called by the Chairman of the Committee, by the external auditor of the Company, or by any member of the Committee.
	 	 	 
	 	(h)	Notice of meeting. Notice of the time and place of every meeting may be given orally, in writing, by facsimile or by e-mail to each member of the Committee at least 48 hours prior to the time fixed for such meeting. A member may in any manner waive notice of the meeting. Attendance of a member at the meeting shall constitute waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
	 	 	 
	 	(i)	Auditor’s Attendance at Meetings. The external auditor shall be entitled to receive notice of every meeting of the Committee and, at the expense of the Company, to attend and be heard at any meeting of the Committee. If so requested by a member of the Committee, the external auditor shall attend every meeting of the Committee held during the term of office of the external auditor.
	 	 	 
	 	(j)	Access to Information. The Committee shall have access to any information, documents and records that are necessary in the performance of its duties and the discharge of its responsibilities under this Charter.
	 	 	 
	 	(k)	Review of Charter. The Committee shall periodically review this Charter and recommend any changes to the Board as it may deem appropriate.
	 	 	 
	 	(l)	Reporting. The Chairman of the Committee shall report to the Board, at such times and in such manner, as the Board may from time to time require and shall promptly inform the Chairman of the Company of any significant issues raised during the performance of the functions as set out herein, by the external auditor or any Committee member, and shall provide the Chairman copies of any written reports or letters provided by the external auditor to the Committee


 




    	 	A-3	 



     


    


 


SCHEDULE “B”



 


CHANGE OF AUDITOR REPORTING PACKAGE


 





 




    	 	B-1	 



     


    


 





 




    	 	B-2	 



     


    


 





 




    	 	B-3	 



     


    


 


SCHEDULE “C”


 


OMNIBUS PLAN RESOLUTIONS OF THE SHAREHOLDERS


 


OF


 


MILLENNIAL ESPORTS CORP.


 


Omnibus Incentive Plan


 


WHEREAS the Board of Directors (the “Board”)
of Millennial Esports Corp. (the “Corporation”) has determined that the adoption of the Omnibus Equity Incentive
Plan of the Corporation (the “Omnibus Plan”), a copy of which is attached hereto as Schedule “D”,
is in the best interests of the Corporation and its shareholders;


 


“BE IT RESOLVED AS AN ORDINARY RESOLUTION
OF THE SHAREHOLDERS THAT:


 


	 	1.	The Omnibus Plan substantially as described in the Management Information Circular of the Corporation dated September 6, 2019, is hereby approved, ratified and confirmed.
	 	 	 
	 	2.	The Omnibus Plan be authorized and approved as
the stock option plan and equity incentive plan of the Corporation, subject to any limitations imposed by applicable regulations,
laws, rules and policies. 

	 	 	 
	 	3.	Any officer or director of the Corporation is authorized and directed to execute and deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such officer or director may be necessary or desirable to give effect to this resolution.”


 




    	 	C-1	 



     


    


 


SCHEDULE “D”



 


MILLENNIAL ESPORTS CORP.



 


OMNIBUS EQUITY INCENTIVE PLAN


 



    	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Article
    1	DEFINITIONS	1
	 	1.1	Definitions.	1
	Article
    2	PURPOSE
    AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS	4
	 	2.1	Purpose
    of the Plan.	4
	 	2.2	Implementation
    and Administration of the Plan.	5
	 	2.3	Eligible
    Participants.	5
	 	2.4	Shares
    Subject to the Plan.	6
	 	2.5	Granting
    of Awards.	7
	Article
    3	OPTIONS	8
	 	3.1	Nature
    of Options.	8
	 	3.2	Option
    Awards.	8
	 	3.3	Option
    Price.	8
	 	3.4	Option
    Term.	8
	 	3.5	Exercise
    of Options.	9
	 	3.6	Method
    of Exercise and Payment of Purchase Price.	9
	 	3.7	Option
    Agreements.	10
	Article
    4	DEFERRED
    SHARE UNITS	10
	 	4.1	Nature
    of DSUs.	10
	 	4.2	DSU
    Awards.	10
	 	4.3	Redemption
    of DSUs.	11
	 	4.4	DSU
    Agreements.	12
	Article
    5	RESTRICTED
    SHARE UNITS	12
	 	5.1	Nature
    of RSUs.	12
	 	5.2	RSU
    Awards.	12
	 	5.3	Restriction
    Period.	13
	 	5.4	Performance
    Criteria and Performance Period.	13
	 	5.5	RSU
    Vesting Determination Date.	13
	 	5.6	Settlement
    of RSUs.	13
	 	5.7	Determination
    of Amounts.	14
	 	5.8	RSU
    Agreements.	15
	Article
    6	GENERAL
    CONDITIONS	15
	 	6.1	General
    Conditions applicable to Awards.	15
	 	6.2	General
    Conditions applicable to Awards.	16
	 	6.3	Unfunded
    Plan.	18
	Article
    7	ADJUSTMENTS
    AND AMENDMENTS	18
	 	7.1	Adjustment
    to Shares Subject to Outstanding Awards.	18
	 	7.2	Amendment
    or Discontinuance of the Plan.	19
	 	7.3	Change
    in Control	21
	Article
    8	MISCELLANEOUS	22
	 	8.1	Use
    of an Administrative Agent and Trustee.	22
	 	8.2	Tax
    Withholding.	23
	 	8.3	Reorganization
    of the Corporation.	23
	 	8.4	Governing
    Laws.	23
	 	8.5	Severability.	23
	 	8.6	Effective
    Date of the Plan.	23
	APPENDIX
    “A” FORM OF OPTION AGREEMENT	A-1
	SCHEDULE
    “A” ELECTION TO EXERCISE STOCK OPTIONS	A-4
	APPENDIX
    “B” FORM OF DSU AGREEMENT	B-1
	APPENDIX
    “C” FORM OF RSU AGREEMENT	C-1



 




    	 	i	 



    	 	 	 



    

 


MILLENNIAL
ESPORTS CORP.

OMNIBUS EQUITY INCENTIVE PLAN


 


Millennial
Esports Corp. (the “Corporation”) hereby establishes an Omnibus Equity Incentive Plan for certain qualified
directors, officers, employees, consultants and service providers providing ongoing services to the Corporation and its Affiliates
(as defined herein) that can have a significant impact on the Corporation’s long-term results.


 


Article
1

DEFINITIONS


 


1.1
Definitions.


 


Where
used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms
shall have the following meanings, respectively, unless the context otherwise requires:


 


“Affiliates”
has the meaning given to this term in the Securities Act (Ontario), as such legislation may be amended, supplemented or
replaced from time to time;


 


“Associate”,
where used to indicate a relationship with a Participant, means (i) any partner of that Participant and (ii) the spouse of that
Participant and that Participant’s children, as well as that Participant’s relatives and that Participant’s
spouse’s relatives, if they share that Participant’s residence;


 


“Awards”
means Options, RSUs, DSUs granted to a Participant pursuant to the terms of the Plan;


 


“Black-Out
Period” means a period of time when pursuant to any policies of the Corporation, any securities of the Corporation may
not be traded by certain persons designated by the Corporation;


 


“Board”
has the meaning ascribed thereto in Section 2.2(a) hereof;


 


“Business
Day” means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto,
Ontario, Canada, for the transaction of banking business;


 


“Cash
Equivalent” means the amount of money equal to the Market Value multiplied by the number of vested RSUs in the Participant’s
Account, net of any applicable taxes in accordance with Section 8.2, on the RSU Settlement Date;


 




    	 	 	 



    	 	 	 



    

 


“Change
in Control” means the occurrence of any of the following events: (i) the acquisition, directly or indirectly, by any
Person or group of Persons acting jointly or in concert, within the meaning of National Instrument 62-104 - Takeover Bids and
Issuer Bids (or any successor instrument thereto), of a beneficial interest in voting or equity securities of the Corporation,
together with all voting or equity securities of the Corporation at the time held beneficially, directly or indirectly by such
person or persons acting jointly or in concert, equal to more than 50% of the votes associated with the outstanding voting securities
of the Corporation; (ii) a merger, consolidation, plan of arrangement or reorganization of the Corporation that results in the
beneficial, direct or indirect transfer of more than 50% of the total voting power of the resulting entity’s outstanding
securities to a person, or group of persons acting jointly and in concert, who are different from the person(s) that have, beneficially,
directly or indirectly, more than 50% of the total voting power prior to such transaction; (iii) any sale, lease, exchange or
other transfer (in one transaction or series of related transactions) of all or substantially all of the Corporation’s property
and assets, or (iv) the Corporation’s shareholders approving any plan or proposal for the liquidation or dissolution of
the Corporation;


 


“Code
of Conduct” means any code of conduct adopted by the Corporation, as modified from time to time;


 


“Committee”
has the meaning ascribed thereto in Section 2.2(a) hereof;


 


“Corporation”
means Millennial Esports Corp., a corporation existing under the Business Corporations Act (Ontario), as amended from time
to time;


 


“DSU”
means a deferred share unit, which is a bookkeeping entry equivalent in value to a Share credited to a Participant’s Account
in accordance with Article 4 hereof;


 


“DSU
Agreement” means a written letter agreement between the Corporation and a Participant evidencing the grant of DSUs and
the terms and conditions thereof, substantially in the form of Appendix “B”;


 


“DSU
Redemption Notice” has the meaning ascribed thereto in Section 4.3(a) hereof;


 


“Eligible
Director” means members of the Board who, at the time of execution of a Grant Agreement, and at all times thereafter
while they continue to serve as a member of the Board, are not officers, senior executives or other employees of the Corporation
or a Subsidiary, consultants or service providers providing ongoing services to the Corporation and its Affiliates;


 


“Eligible
Participants” has the meaning ascribed thereto in Section 2.3(a) hereof;


 


“Employment
Agreement” means, with respect to any Participant, any written employment agreement between the Corporation or an Affiliate
and such Participant;


 


“Exercise
Notice” means a notice in writing signed by a Participant and stating the Participant’s intention to exercise
a particular Award, if applicable;


 


“Grant
Agreement” means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement, a DSU
Agreement, a RSU Agreement or an Employment Agreement;


 


“Insider”
has the meaning given to the term in TSXV Corporate Finance Manual, as same may be amended, supplemented or replaced from time
to time;


 




    	 	-2-	 



    	 	 	 



    

 


“Market
Value” means at any date when the market value of Shares of the Corporation is to be determined, the closing price of
the Shares on the Trading Day prior to the date of grant on the principal stock exchange on which the Shares are listed, less
any discount permitted by the rules or policies of the TSXV, or if the Shares of the Corporation are not listed on any stock exchange,
the value as is determined solely by the Board, acting reasonably and in good faith;


 


“Option”
means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares
from treasury at the Option Price, but subject to the provisions hereof;


 


“Option
Agreement” means a written letter agreement between the Corporation and a Participant evidencing the grant of Options
and the terms and conditions thereof, substantially in the form set out in Appendix “A”;


 


“Option
Price” has the meaning ascribed thereto in Section 3.3 hereof;


 


“Option
Term” has the meaning ascribed thereto in Section 3.4 hereof;


 


“Participants”
means Eligible Participants that are granted Awards under the Plan;


 


“Participant’s
Account” means an account maintained for each Participant’s participation in DSUs and/or RSUs under the Plan;


 


“Performance
Criteria” means criteria established by the Board which, without limitation, may include criteria based on the Participant’s
personal performance and/or the financial performance of the Corporation and/or of its Affiliates, and that may be used to determine
the vesting of the Awards, when applicable;


 


“Performance
Period” means the period determined by the Board pursuant to Section 5.3 hereof;


 


“Person”
means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical
personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;


 


“Plan”
means this Omnibus Equity Incentive Plan, as amended and restated from time to time;


 


“Restriction
Period” means the period determined by the Board pursuant to Section 5.3 hereof;


 


“RSU”
means a right awarded to a Participant to receive a payment in the form of Shares as provided in Article 4 hereof and subject
to the terms and conditions of this Plan;


 


“RSU
Agreement” means a written letter agreement between the Corporation and a Participant evidencing the grant of RSUs and
the terms and conditions thereof, substantially in the form of Appendix “C”;


 




    	 	-3-	 



    	 	 	 



    

 


“RSU
Settlement Date” has the meaning determined in Section 5.6(a)(i);


 


“RSU
Settlement Notice” means a notice by a Participant to the Corporation electing the desired form of settlement of vested
RSUs.


 


“RSU
Vesting Determination Date” has the meaning described thereto in Section 5.5 hereof;


 


“Share
Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan, long-term incentive
plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time
employees, directors, officers, insiders, service providers or consultants of the Corporation or a Subsidiary including a share
purchase from treasury by a full-time employee, director, officer, insider, service provider or consultant which is financially
assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise;


 


“Shares”
means the common shares in the capital of the Corporation;


 


“Subsidiary”
means a corporation, company, partnership or other body corporate that is controlled, directly or indirectly, by the Corporation;


 


“Successor
Corporation” has the meaning ascribed thereto in Section 7.1(c) hereof;


 


“Tax
Act” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time.


 


“Termination
Date” means the date on which a Participant ceases to be an Eligible Participant;


 


“Trading
Day” means any day on which the TSXV is opened for trading;


 


“TSXV”
means the TSX Venture Exchange; and


 


“Vested
Awards” has the meaning described thereto in Section 6.2(b) hereof.


 


Article
2

PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS


 


2.1
Purpose of the Plan.


 


	 	(a)	The
    purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as
    hereinafter set forth, for the following purposes:


 


	 	(i)	to
    increase the interest in the Corporation’s welfare of those Eligible Participants, who share responsibility for the
    management, growth and protection of the business of the Corporation or a Subsidiary;


 




    	 	-4-	 



    	 	 	 



    

 


	 	(ii)	to
    provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage
    such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary
    are necessary or essential to its success, image, reputation or activities;
	 	 	 
	 	(iii)	to
    reward the Participants for their performance of services while working for the Corporation or a Subsidiary; and
	 	 	 
	 	(iv)	to
    provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment.


 


2.2
Implementation and Administration of the Plan.


 


	 	(a)	The
    Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed
    by the Board (the “Committee”) and consisting of not less than three (3) members of the Board. If a Committee
    is appointed for this purpose, all references to the term “Board” will be deemed to be references to the
    Committee.
	 	 	 
	 	(b)	The
    Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the
    provisions and purposes of the Plan, subject to any applicable rules of the TSXV. Subject to the provisions of the Plan, the
    Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such
    steps and actions in connection with, the proper administration of the Plan as it may deem necessary or advisable. The interpretation,
    construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on all Eligible
    Participants.
	 	 	 
	 	(c)	No
    member of the Board or of the Committee shall be liable for any action or determination taken or made in good faith in the
    administration, interpretation, construction or application of the Plan or any Award granted hereunder.
	 	(d)	Any
    determination approved by a majority of the Board shall be deemed to be a determination of that matter by the Board.


 


2.3
Eligible Participants.


 


	 	(a)	The
    Persons who shall be eligible to receive Awards (“Eligible Participants”) shall be the directors,
    officers, senior executives and other employees of the Corporation or a Subsidiary, consultants and service providers providing
    ongoing services to the Corporation and its Affiliates, who the Board may determine from time to time, in its sole discretion,
    to hold key positions in the Corporation or a Subsidiary. In determining Awards to be granted under the Plan, the Board shall
    give due consideration to the value of each Eligible Participant’s present and potential future contribution to the
    Corporation’s success. For greater certainty, a Person whose employment with the Corporation or a Subsidiary has ceased
    for any reason, or who has given notice or been given notice of such cessation, whether such cessation was initiated by such
    employee, the Corporation or such Subsidiary, as the case may be, shall cease to be eligible to receive Awards hereunder as
    of the date on which such Person provides notice to the Corporation or the Subsidiary, as the case may be, in writing or verbally,
    of such cessation, or on the Termination Date for any cessation of a Participant’s employment initiated by the Corporation.


 




    	 	-5-	 



    	 	 	 



    

 


	 	(b)	Participation
    in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s
    relationship or employment with the Corporation.
	 	 	 
	 	(c)	Notwithstanding
    any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be
    construed as a guarantee of employment by the Corporation to the Participant.


 


2.4
Shares Subject to the Plan.


 


	 	(a)	Subject
    to adjustment pursuant to provisions of Article 7 hereof, the total number of Shares reserved and available for grant and
    issuance pursuant to Awards shall not exceed ten percent (10%) of the total issued and outstanding Shares of the Corporation
    (on a non-diluted basis) from time to time, less the number of Shares reserved for issuance under all other Share Compensation
    Arrangements of the Corporation. For greater certainty, the aggregate number of Shares available for issuance pursuant to
    settlement of Options shall not exceed 10% of the Corporation’s outstanding Share capital. Shares in respect of which
    Options have not been exercised and are no longer subject to being purchased pursuant to the terms of any Options shall be
    available for further Options under the Plan. The Plan with respect to the Options is a “rolling plan” and as
    a result, any and all increases in the number of issued and outstanding Shares shall be available for further Options under
    the Plan.
	 	 	 
	 	(b)	For
    so long as the Corporation is listed on the TSXV or on another exchange that requires the Corporation to fix the number of
    Shares to be issued in settlement of DSUs and RSUs, the maximum number of Shares available for issuance pursuant to the settlement
    of DSUs and RSUs shall be 400,000 Shares. For greater certainty, the aggregate number of Shares available for issuance pursuant
    to settlement of DSUs and RSUs shall not exceed the lesser of (i) 10% of the Company’s outstanding Share capital less
    the number of Options outstanding; and (ii) 400,000 less the aggregate number of DSUs and RSUs redeemed for Shares.
	 	 	 
	 	(c)	Shares
    in respect of which an Award is granted under the Plan, but not exercised prior to the termination of such Award or not vested
    or delivered prior to the termination of such Award due to the expiration, termination or lapse of such Award, shall be available
    for Awards to be granted thereafter pursuant to the provisions of the Plan. All Shares issued pursuant to the exercise or
    the vesting of the Awards granted under the Plan shall be so issued as fully paid and non-assessable Shares.


 




    	 	-6-	 



    	 	 	 



    

 


	 	(d)	The
    aggregate number of Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5%
    of the outstanding Shares, calculated on the date an Award is granted to the Participant, unless the Company obtains disinterested
    shareholder approval as required by the policies of the TSXV. The aggregate number of Shares for which Awards may be issued
    to any one Consultant (as defined by the TSXV) within any 12-month period shall not exceed 2% of the outstanding Shares, calculated
    on the date an Award is granted to the Consultant. The aggregate number of Shares for which Options may be issued to any Persons
    retained to provide Investor Relations Activities (as defined by the TSXV) within any 12-month period shall not exceed 2%
    of the outstanding Shares, calculated on the date an Option is granted to such Persons.
	 	 	 
	 	(e)	Subject
    to adjustment pursuant to provisions of Article 7 hereof, the aggregate number of Shares (i) issued to Insiders under the
    Plan or any other proposed or established Share Compensation Arrangement within any 12-month period and (ii) issuable to Insiders
    at any time under the Plan or any other proposed or established Share Compensation Arrangement, shall in each case not exceed
    ten percent (10%) of the total issued and outstanding Shares of the Corporation (on a non-diluted basis) from time to time.


 


2.5
Granting of Awards.


 


	 	(a)	Any
    Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine
    that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any securities exchange
    or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental
    or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance
    or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such
    listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to
    the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration,
    qualification, consent or approval.
	 	 	 
	 	(b)	Any
    Award granted under the Plan shall be subject to the requirement that, the Corporation has the right to place any restriction
    or legend on any securities issued pursuant to this Plan including, but in no way limited to placing a legend to the effect
    that the securities have not been registered under the United States Securities Act of 1933 and may not be offered
    or sold in the United States unless registration or an exemption from registration is available.


 




    	 	-7-	 



    	 	 	 



    

 


Article
3

OPTIONS


 


3.1
Nature of Options.


 


An
Option is an option granted by the Corporation to a Participant entitling such Participant to acquire, for each Option issued,
one Share from treasury at the Option Price, but subject to the provisions hereof.


 


3.2
Option Awards.


 


Subject
to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from
time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the
Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options
shall be granted, (iii) determine the price per Share to be payable upon the exercise of each such Option (the “Option
Price”) and the relevant vesting provisions (including Performance Criteria, if applicable) and Option Term, the whole
subject to the terms and conditions prescribed in this Plan, in any Option Agreement and any applicable rules of the TSXV.


 


3.3
Option Price.


 


The
Option Price for Shares that are the subject of any Option shall be fixed by the Board when such Option is granted, but shall
not be less than the Market Value of such Shares at the time of the grant.


 


3.4
Option Term.


 


	 	(a)	The
    Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, commencing
    on the date such Option is granted to the Participant and ending as specified in this Plan, or in the Option Agreement, but
    in no event shall an Option expire on a date which is later than ten (10) years from the date the Option is granted (“Option
    Term”). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such
    Options.
	 	 	 
	 	(b)	Should
    the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration
    of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date
    which is the tenth Business Day after the end of the Black-Out Period, such tenth Business Day to be considered the expiration
    date for such Option for all purposes under the Plan. Notwithstanding Section 7.2 hereof, the ten (10) Business Day-period
    referred to in this Section 3.4 may not be extended by the Board.


 




    	 	-8-	 



    	 	 	 



    

 


3.5
Exercise of Options.


 


	 	(a)	Subject
    to the provisions of this Plan, a Participant shall be entitled to exercise an Option granted to such Participant at any time
    prior to the expiry of the Option Term, subject to vesting limitations which may be imposed by the Board at the time such
    Option is granted.
	 	 	 
	 	(b)	Prior
    to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable as to all or such part
    or parts of the optioned Shares and at such time or times and/or pursuant to the achievement of such Performance Criteria
    and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion.
    For greater certainty, no Option shall be exercised by a Participant during a Black-Out Period.


 


3.6
Method of Exercise and Payment of Purchase Price.


 


	 	(a)	Subject
    to the provisions of the Plan and the alternative exercise procedures set out herein, an Option granted under the Plan may
    be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the liquidator, executor or
    administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the
    Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or the individual that
    the Corporate Secretary of the Corporation may from time to time designate), together with a bank draft, certified cheque
    or other form of payment acceptable to the Corporation in an amount equal to the aggregate Option Price of the Shares to be
    purchased pursuant to the exercise of the Options.
	 	 	 
	 	(b)	

Pursuant to the Exercise
Notice and subject to the approval of the Board, a Participant may choose to undertake a “cashless exercise”
with the assistance of a broker in order to facilitate the exercise of such Participant’s Options. The “cashless
exercise” procedure may include a sale of such number of Shares as is necessary to raise an amount equal to the aggregate
Option Price for all Options being exercised by that Participant under an Exercise Notice. Pursuant to the Exercise Notice, the
Participant may authorize the broker to sell Shares on the open market by means of a short sale and forward the proceeds of such
short sale to the Corporation to satisfy the Option Price, promptly following which the Corporation shall issue the Shares underlying
the number of Options as provided for in the Exercise Notice.


	 	 	 
	 	(c)	In
                                         addition, in lieu of exercising any vested Option in the manner described in this Section
                                         3.6, and pursuant to the terms of this Article 3, a Participant may, by surrendering
                                         an Option (“Surrender”) with a properly endorsed notice of Surrender
                                         to the Secretary of the Corporation, substantially in the form of Schedule “B”
                                         to the Option Agreement (a “Surrender Notice”), elect to receive that
                                         number of Shares calculated using the following formula:







 


X = Y * (A-B) /
A


Where:


 


X = the number
of Shares to be issued to the Participant


Y = the number
of Shares underlying the Options to be Surrendered


A = the Market
Value of the Shares as at the date of the Surrender


B = the Option
Price of such Options




 


	 	(d)	Where Shares are
        to be issued to the Participant pursuant to the terms of this Section 3.6, as soon as practicable following the receipt
        of the Exercise Notice and, if Options are exercised only in accordance with the terms of Section 3.6(a), the required
        bank draft, certified cheque or other acceptable form of payment, the Corporation shall duly issue such Shares to the
        Participant as fully paid and nonassessable.


	 	 	 
	 	(e)	Upon the exercise of an Option pursuant to Section 3.6(a) or Section 3.6(c), the Corporation
    shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith
    cause the transfer agent and registrar of the Shares to either:
	 	 	 






	 	(i)	

deliver to the Participant
(or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name
of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator,
as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or







 




    	 	-9-	 



    	 	 	 



    

 


	 	(ii)	in the case of Shares issued
in uncertificated form, cause the issuance of the aggregate number of Shares the Participant (or the liquidator, executor or administrator,
as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to
be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent
and registrar of the Shares.




 


3.7
Option Agreements.


 


Options
shall be evidenced by an Option Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan
as the Board may from time to time determine, provided that the substance of Article 3 and Article 6 hereof be included therein.
The Option Agreement shall contain such terms that may be considered necessary in order that the Option will comply with any provisions
respecting options in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time
to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the corporation.


 


Article
4

DEFERRED SHARE UNITS


 


4.1
Nature of DSUs.


 


A
DSU is an Award of phantom share units to an Eligible Director, subject to restrictions and conditions as the Board may determine
at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established
vesting and performance goals and objectives.


 


4.2
DSU Awards.


 


	 	(a)	Each
    Eligible Director shall receive his or her annual retainer fee in the form of a grant of DSUs in each fiscal year. The number
    of DSUs shall be calculated as the Eligible Director’s annual retainer fee divided by the Market Value. At the discretion
    of the Board, fractional DSUs will not be issued and any fractional entitlements will be rounded down to the nearest whole
    number.
	 	 	 
	 	(b)	Unless
    otherwise set forth in the DSU Agreement, each DSU shall vest as to 50% on the sixth month anniversary of the date of grant
    and 50% on the anniversary of the date of grant.
	 	 	 
	 	(c)	The
    DSUs are structured so as to be considered to be a plan described in section 7 of the Tax Act or any successor to such provision.
	 	 	 
	 	(d)	Subject
    to vesting and other conditions and provisions set forth herein and in the DSU Agreement, each DSU awarded to an Eligible
    Director shall entitle the Eligible Director to redeem such DSU in exchange for one (1) Share issued from treasury.


 




    	 	-10-	 



    	 	 	 



    

 


4.3
Redemption of DSUs.


 


	 	(a)	Each
    Eligible Director shall be entitled to redeem his or her DSUs during the period commencing on the Business Day immediately
    following the Termination Date and ending on the date that is two years following the Termination Date, or a shorter such
    redemption period set out in the relevant DSU Agreement, by providing a written notice of settlement to the Corporation setting
    out the number of DSUs to be settled and the particulars regarding the registration of the Shares issuable upon settlement
    (the “DSU Redemption Notice”). In the event of the death of an Eligible Director, the Notice of Redemption
    shall be filed by the administrator or liquidator of the estate of the Eligible Director.
	 	 	 
	 	(b)	If
    a DSU Redemption Notice is not received by the Corporation on or before the 90th day following the Termination
    Date, the Eligible Director shall be deemed to have delivered a DSU Redemption Notice and the Corporation shall redeem all
    of the Eligible Director’s DSUs in exchange for Shares to be delivered to the Eligible Director, administrator or liquidator
    of the estate of the Eligible Director, as applicable.
	 	 	 
	 	(c)	For
    the purposes of determining the number of Shares from treasury to be issued and delivered to an Eligible Director upon redemption
    of DSUs pursuant to Section 4.3, such calculation will be made on the date the Corporation receives, or is deemed to receive,
    the DSU Redemption Notice and be the whole number of Shares equal to the whole number of DSUs then recorded in the Eligible
    Director’s Account which the Eligible Director requests or is deemed to request to redeem pursuant to the DSU Redemption
    Notice. Shares issued from treasury will be issued in consideration for the past services of the Eligible Director to the
    Corporation and the entitlement of the Eligible Director under this Plan shall be satisfied in full by such issuance of Shares.
	 	 	 
	 	(d)	Subject
    to Section 4.3(e), settlement of DSUs shall take place promptly following the Corporation’s receipt or deemed receipt
    of the DSU Redemption Notice through delivery of a share certificate to the Eligible Director or the entry of the Eligible
    Director’s name on the share register for the Shares.
	 	 	 
	 	(e)	Notwithstanding
    any other provision of this Plan, in the event that (i) a DSU Redemption Notice is received during a Black-Out Period or other
    trading restriction imposed by the Corporation; or (ii) the Eligible Director has not delivered a DSU Redemption Notice and
    the 90th day following the Termination Date falls during a Black-Out Period or other trading restriction imposed
    by the Corporation, then settlement of the applicable DSUs shall be automatically extended to the tenth (10th)
    Business Day following the date that such Black-Out Period or other trading restriction is lifted, terminated or removed.


 




    	 	-11-	 



    	 	 	 



    

 


4.4
DSU Agreements.


 


DSUs
shall be evidenced by a DSU Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the
Board may from time to time determine, provided that the substance of Article 4 and Article 6 hereof be included therein. The
DSU Agreement shall contain such terms that may be considered necessary in order that the DSU will comply with any provisions
respecting deferred share units in the income tax or other laws in force in any country or jurisdiction of which the Participant
may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the corporation.


 


Article
5

RESTRICTED SHARE UNITS


 


5.1
Nature of RSUs.


 


A
RSU is an Award entitling the recipient to acquire Shares, at such purchase price (which may be zero) as determined by the Board,
subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on continuing
employment (or other service relationship) and/or achievement of pre-established performance goals and objectives.


 


5.2
RSU Awards.


 


	 	(a)	Subject
    to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from
    time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the
    Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such
    RSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions (including the applicable Performance
    Period and Performance Criteria, if any) and Restriction Period of such RSUs, the whole subject to the terms and conditions
    prescribed in this Plan and in any RSU Agreement.
	 	 	 
	 	(b)	Unless
    otherwise set forth in the RSU Agreement, each RSU shall vest as to 1/3 on each of the first, second and third anniversary
    of the date of grant.
	 	 	 
	 	(c)	The
    RSUs are structured so as to be considered to be a plan described in section 7 of the Tax Act or any successor to such provision.
	 	 	 
	 	(d)	Subject
    to the vesting and other conditions and provisions set forth herein and in the RSU Agreement, the Board shall determine whether
    each RSU awarded to a Participant shall entitle the Participant: (i) to receive one Share issued from treasury; (ii) to receive
    the Cash Equivalent of one Share; or (iii) to elect to receive either One Share from treasury, the Cash Equivalent of One
    Share or a combination of cash and Shares.
	 	 	 
	 	(e)	RSUs
    shall be settled by the Participant at any time beginning on the first Business Day following their RSU Vesting Determination
    Date but no later than the RSU Settlement Date.


 




    	 	-12-	 



    	 	 	 



    

 


5.3
Restriction Period.


 


The
applicable restriction period in respect of a particular RSU award shall be determined by the Board but in all cases shall end
no later than December 31 of the calendar year which is three (3) years after the calendar year in which the Award is granted
(“Restriction Period”). For example, the Restriction Period for a grant made in June 2018 shall end no later
than December 31, 2021. Subject to the Board’s determination, any vested RSUs with respect to a Restriction Period will
be paid to Participants in accordance with Article 5, no later than the end of the Restriction Period. Unless otherwise determined
by the Board, all unvested RSUs shall be cancelled on the RSU Vesting Determination Date (as such term is defined in Section 5.5)
and, in any event, no later than the last day of the Restriction Period.


 


5.4
Performance Criteria and Performance Period.


 


	 	(a)	For
    each award of RSUs, the Board shall establish the period in which any Performance Criteria and other vesting conditions must
    be met in order for a Participant to be entitled to receive Shares in exchange for all or a portion of the RSUs held by such
    Participant (the “Performance Period”), provided that such Performance Period may not expire after the
    end of the Restriction Period, being no longer than three (3) years after the calendar year in which the Award was granted.
    For example, a Performance Period determined by the Board to be for a period of three (3) financial years will start on the
    first day of the financial year in which the award is granted and will end on the last day of the second financial year after
    the year in which the grant was made. In such a case, for a grant made on January 4, 2019, the Performance Period will start
    on September 1, 2018 and will end on August 31, 2020.
	 	 	 
	 	(b)	For
    each award of RSUs, the Board shall establish any Performance Criteria and other vesting conditions which must be met during
    the Performance Period in order for a Participant to be entitled to receive Shares in exchange for his or her RSUs.


 


5.5
RSU Vesting Determination Date.


 


The
vesting determination date means the date on which the Board determines if the Performance Criteria and/or other vesting conditions
with respect to a RSU have been met (the “RSU Vesting Determination Date”), and as a result, establishes the
number of RSUs that become vested, if any. For greater certainty, the RSU Vesting Determination Date must fall after the end of
the Performance Period, if any, but no later than the last day of the Restriction Period. Unless otherwise specified in the RSU
Agreements, one-third of RSUs awarded pursuant to a RSU Agreement shall vest on each of the first three anniversaries of the date
of grant.


 


5.6
Settlement of RSUs.


 


	 	(a)	Except
    as otherwise provided in the RSU Agreement, in the event that the vesting conditions, the Performance Criteria and Performance
    Period, if applicable, of an RSU are satisfied:


 




    	 	-13-	 



    	 	 	 



    

 


	 	(i)	all
    of the vested RSUs covered by a particular grant may, subject to Section 5.6(d), be settled at any time beginning on the first
    Business Day following their RSU Vesting Determination Date but no later than the date that is five (5) years from their RSU
    Vesting Determination Date (the “RSU Settlement Date”); and
	 	 	 
	 	(ii)	a
    Participant is entitled to deliver to the Corporation, on or before the RSU Settlement Date, an RSU Settlement Notice in respect
    of any or all vested RSUs held by such Participant.


 


	 	(b)	Subject
    to Section 5.6(d), settlement of RSUs shall take place promptly following the RSU Settlement Date and take the form set out
    in the RSU Settlement Notice through:


 


	 	(i)	in
    the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;
	 	 	 
	 	(ii)	in
    the case of settlement of RSUs for Shares, delivery of a share certificate to the Participant or the entry of the Participant’s
    name on the share register for the Shares; or
	 	 	 
	 	(iii)	in
    the case of settlement of the RSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above.


 


	 	(c)	If
    an RSU Settlement Notice is not received by the Corporation on or before the RSU Settlement Date, settlement shall take the
    form of Shares issued from treasury as set out in Section 5.7(b).
	 	 	 
	 	(d)	Notwithstanding
    any other provision of this Plan, in the event that an RSU Settlement Date falls during a Black-Out Period or other trading
    restriction imposed by the Corporation and the Participant has not delivered an RSU Settlement Notice, then such RSU Settlement
    Date shall be automatically extended to the tenth (10th) Business Day following the date that such Black-Out Period
    or other trading restriction is lifted, terminated or removed.


 


5.7
Determination of Amounts.


 


	 	(a)	Cash
    Equivalent of RSUs. For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 5.6, such calculation
    will be made on the RSU Settlement Date and shall equal the Market Value on the RSU Settlement Date multiplied by the number
    of vested RSUs in the Participant’s Account which the Participant desires to settle in cash pursuant to the RSU Settlement
    Notice.
	 	 	 
	 	(b)	Payment
    in Shares; Issuance of Shares from Treasury. For the purposes of determining the number of Shares from treasury to be
    issued and delivered to a Participant upon settlement of RSUs pursuant to Section 5.6, such calculation will be made on the
    RSU Settlement Date and be the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant’s
    Account which the Participant desires to settle pursuant to the RSU Settlement Notice. Shares issued from treasury will be
    issued in consideration for the past services of the Participant to the Corporation and the entitlement of the Participant
    under this Plan shall be satisfied in full by such issuance of Shares.


 




    	 	-14-	 



    	 	 	 



    

 


5.8
RSU Agreements.


 


RSUs
shall be evidenced by a RSU Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the
Board may from time to time determine, provided that the substance of Article 4 and Article 6 hereof be included therein. The
RSU Agreement shall contain such terms that may be considered necessary in order that the RSU will comply with any provisions
respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant
may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the corporation.


 


Article
6

GENERAL CONDITIONS


 


6.1
General Conditions applicable to Awards.


 


Each
Award, as applicable, shall be subject to the following conditions:


 


	 	(a)	Employment
    - The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain
    the Participant in its employ in any capacity. For greater certainty, the granting of Awards to a Participant shall not impose
    any obligation on the Corporation to grant any awards in the future nor shall it entitle the Participant to receive future
    grants.
	 	 	 
	 	(b)	Rights
    as a Shareholder - Neither the Participant nor such Participant’s personal representatives or legatees shall have
    any rights whatsoever as shareholder in respect of any Shares covered by such Participant’s Awards until the date of
    issuance of a share certificate to such Participant (or to the liquidator, executor or administrator, as the case may be,
    of the estate of the Participant) or the entry of such person’s name on the share register for the Shares. Without in
    any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the
    record date is prior to the date such share certificate is issued or entry of such person’s name on the share register
    for the Shares.
	 	 	 
	 	(c)	Conformity
    to Plan – In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars
    with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award
    or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become,
    in all respects, in conformity with the Plan.


 




    	 	-15-	 



    	 	 	 



    

 


	 	(d)	Non-Transferability
    – Except as set forth herein, Awards are not transferable and assignable. Awards may be exercised only by:


 


	 	(i)	the
    Participant to whom the Awards were granted; or
	 	 	 
	 	(ii)	with
    the Corporation’s prior written approval and subject to such conditions as the Corporation may stipulate, such Participant’s
    family or retirement savings trust or any registered retirement savings plans or registered retirement income funds of which
    the Participant is and remains the annuitant; or
	 	 	 
	 	(iii)	upon
    the Participant’s death, by the legal representative of the Participant’s estate; or
	 	 	 
	 	(iv)	upon
    the Participant’s incapacity, the legal representative having authority to deal with the property of the Participant;


 


provided
that any such legal representative shall first deliver evidence satisfactory to the Corporation of entitlement to exercise any
Award. A person exercising an Award may subscribe for Shares only in the person’s own name or in the person’s capacity
as a legal representative.


 


6.2
General Conditions applicable to Awards.


 


Each
Award shall be subject to the following conditions:


 


	 	(a)	Termination
    for Cause. Upon a Participant ceasing to be an Eligible Participant for “cause”, all unexercised vested
    or unvested Awards granted to such Participant shall terminate on the effective date of the termination as specified in the
    notice of termination. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged
    for cause shall be binding on the Participant. “Cause” shall include, among other things, gross misconduct,
    theft, fraud, breach of confidentiality or breach of the Corporation’s Code of Conduct and any reason determined by
    the Corporation to be cause for termination.
	 	 	 
	 	(b)	Retirement.
    In the case of a Participant’s retirement, any unvested Awards held by the Participant as at the Termination Date will
    continue to vest in accordance with their vesting schedules, and all vested Awards held by the Participant at the Termination
    Date may be exercised until the earlier of the expiry date of the Awards or one (1) year following the Termination Date, provided
    that if the Participant is determined to have breached any post-employment restrictive covenants in favour of the Corporation,
    then any Awards held by the Participant, whether vested or unvested, will immediately expire and the Participant shall pay
    to the Corporation any “in-the-money” amounts realized upon exercise of Awards following the Termination
    Date.
	 	 	 
	 	(c)	Resignation.
    In the case of a Participant ceasing to be an Eligible Participant due to such Participant’s resignation, subject to
    any later expiration dates determined by the Board, all Awards shall expire on the earlier of ninety (90) days after the effective
    date of such resignation, or the expiry date of the Award, to the extent such Awards were vested and exercisable by the Participant
    on the effective date of such resignation and all unexercised unvested Awards granted to such Participant shall terminate
    on the effective date of such resignation.


 




    	 	-16-	 



    	 	 	 



    

 





	 	(d)	Termination
    or Cessation. In the case of a Participant ceasing to be an Eligible Participant for any reason (other than for “cause”,
    resignation or death) the number of Awards that may vest is subject to pro ration over the applicable vesting or performance
    period and shall expire on the earlier of ninety (90) days after the effective date of the Termination Date, or the expiry
    date of the Awards. For greater certainty, the pro ration calculation referred to above shall be net of previously vested
    Awards.
	 	 	 
	 	(e)	Death.
    If a Participant dies while in his or her capacity as an Eligible Participant, all unvested Awards will immediately vest and
    all Awards will expire one hundred eighty (180) days after the death of such Participant.
	 	 	 
	 	(f)	Change
    in Control. If a Participant is terminated without “cause” or resigns for good reason during the 12
    month period following a Change in Control, or after the Corporation has signed a written agreement to effect a change of
    control but before the change of control is completed, then any unvested Awards will immediately vest and may be exercised
    within thirty (30) days of such date.
	 	 	 
	 	(g)	Clawback.
    It is a condition of each grant of an Award that if the Corporation’s financial statements (the “Original Statements”)
    are required to be restated (other than as a result of a change in accounting policy by the Corporation or under International
    Financial Reporting Standards applicable to the Corporation) within three years following which such Original Statements were
    received by shareholders at the Corporation’s then most recent annual general meeting of shareholders, and such restated
    financial statements (the “Restated Statements”) disclose, in the opinion of the Board, acting reasonably,
    materially worse financial results than those contained in the Original Statements, then the Board may, in its sole discretion,
    to the full extent permitted by governing law and to the extent it determines that such action is in the best interest of
    the Corporation, and in addition to any other rights that the Corporation or an Affiliate may have at law or under any agreement,
    take any or all of the following actions, as applicable): (i) require the Participant to reimburse the Corporation for any
    amount paid to the Participant in respect of an Award in cash in excess of the amount that should otherwise have been paid
    in respect of such Award had the determination of such compensation been based upon the Restated Statements, less, in any
    event, the amount of tax withheld pursuant to the Tax Act or other relevant taxing authority in respect of the amount paid
    in cash in the year of payment; (ii) cancel and terminate any one or more unvested Awards on or prior to the applicable maturity
    or vesting dates, or cancel or terminate any outstanding Awards which have vested in the twelve (12) months prior to the date
    on which the Board determines that the Corporation’s Original Statements are required to be restated (a “Relevant
    Equity Recoupment Date”); and/or (iii) require payment to the Corporation of the value of any Shares of the Corporation
    acquired by the Participant pursuant to an Award granted in the twelve (12) months prior to a Relevant Equity Recoupment Date
    (less any amount paid by the Participant) to acquire such Shares and less the amount of tax withheld pursuant to the Tax Act
    or other relevant taxing authority in respect of such Shares).


 




    	 	-17-	 



    	 	 	 



    

 


6.3
Unfunded Plan.


 


Unless
otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or his or her estate holds any rights
by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than
the rights of an unsecured creditor of the Corporation. Notwithstanding the foregoing, any determinations made shall be such that
the Plan continuously meets the requirements of paragraph 6801(d) of the Income Tax Regulations, adopted under the Income Tax
Act (Canada) or any successor provision thereto.


 


Article
7

ADJUSTMENTS AND AMENDMENTS


 


7.1
Adjustment to Shares Subject to Outstanding Awards.


 


	 	(a)	In
    the event of any subdivision of the Shares into a greater number of Shares at any time after the grant of an Award to a Participant
    and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant, at the time of any
    subsequent exercise or vesting of such Award in accordance with the terms hereof, in lieu of the number of Shares to which
    such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration
    payable therefor, such number of Shares as such Participant would have held as a result of such subdivision if on the record
    date thereof the Participant had been the registered holder of the number of Shares to which such Participant was theretofore
    entitled upon such exercise or vesting of such Award.
	 	 	 
	 	(b)	In
    the event of any consolidation of Shares into a lesser number of Shares at any time after the grant of an Award to any Participant
    and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant at the time of any
    subsequent exercise or vesting of such Award in accordance with the terms hereof in lieu of the number of Shares to which
    such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration
    payable therefor, such number of Shares as such Participant would have held as a result of such consideration if on the record
    date thereof the Participant had been the registered holder of the number of Shares to which such Participant was theretofore
    entitled upon such exercise or vesting of such Award.


 




    	 	-18-	 



    	 	 	 



    

 


	 	(c)	If
    at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Shares
    shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 7.1(a) or Section 7.1(b) hereof
    or, subject to the provisions of Section 7.3 hereof, the Corporation shall consolidate, merge or amalgamate with or into another
    corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the
    “Successor Corporation”), the Participant shall be entitled to receive upon the subsequent exercise or
    vesting of Award, in accordance with the terms hereof and shall accept in lieu of the number of Shares then subscribed for
    but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class or other
    securities of the Corporation or the Successor Corporation (as the case may be) or other consideration from the Corporation
    or the Successor Corporation (as the case may be) that such Participant would have been entitled to receive as a result of
    such reclassification, reorganization or other change of shares or, subject to the provisions of Section 7.3 hereof, as a
    result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other
    change of shares or the effective date of such consolidation, merger or amalgamation, as the case may be, such Participant
    had been the registered holder of the number of Shares to which such Participant was immediately theretofore entitled upon
    such exercise or vesting of such Award.
	 	 	 
	 	(d)	If,
    at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Corporation
    shall make a distribution to all holders of Shares or other securities in the capital of the Corporation, or cash, evidences
    of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or shares, but including
    for greater certainty shares or equity interests in a subsidiary or business unit of the Corporation or one of its subsidiaries
    or cash proceeds of the disposition of such a subsidiary or business unit), or should the Corporation effect any transaction
    or change having a similar effect, then the price or the number of Shares to which the Participant is entitled upon exercise
    or vesting of Award shall be adjusted to take into account such distribution, transaction or change. The Board shall determine
    the appropriate adjustments to be made in such circumstances in order to maintain the Participants’ economic rights
    in respect of their Awards in connection with such distribution, transaction or change.


 


7.2
Amendment or Discontinuance of the Plan.


 


	 	(a)	The
    Board may amend the Plan or any Award at any time without the consent of the Participants provided that such amendment shall:


 


	 	(i)	not
    adversely alter or impair any Award previously granted except as permitted by the provisions of Article 7 hereof;
	 	 	 
	 	(ii)	be
    in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSXV;
    and
	 	 	 
	 	(iii)	be
    subject to shareholder approval, where required by law, the requirements of the TSXV or the provisions of the Plan, provided
    that shareholder approval shall not be required for the following amendments and the Board may make any changes which may
    include but are not limited to:


 


	 	(A)	amendments
    of a general “housekeeping” or clerical nature that, among others, clarify, correct or rectify any ambiguity,
    defective provision, error or omission in the Plan;



 






    	 	-19-	 



    	 	 	 



    

 


	 	(B)	changes
    that alter, extend or accelerate the terms of vesting or settlement applicable to any Award; and
	 	 	 
	 	(C)	a
    change to the Eligible Participants under the Plan.


 


The
Committee may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions hereof concerning
the effect of termination of the Participant’s employment shall not apply for any reason acceptable to the Committee.


 


	 	(b)	Notwithstanding
    Section 7.2(a)(iii), the Board shall be required to obtain shareholder approval to make the following amendments:


 


	 	(i)	any
    change to the maximum number of Shares issuable from treasury under the Plan, except such increase by operation of Section
    2.4 and in the event of an adjustment pursuant to Article 7;
	 	 	 
	 	(ii)	any
    amendment which reduces the exercise price of any Award, as applicable, after such Awards have been granted or any cancellation
    of an Award and the substitution of that Award by a new Award with a reduced price, except in the case of an adjustment pursuant
    to Article 7, provided that disinterested shareholder approval will be obtained for any reduction in the exercise price if
    the Participant is an Insider of the Corporation at the time of the proposed amendment;
	 	 	 
	 	(iii)	any
    amendment which extends the expiry date of any Award, or the Restriction Period of any RSU beyond the original expiry date,
    except in case of an extension due to a Black-Out Period;
	 	 	 
	 	(iv)	any
    amendment which would have the potential of broadening or increasing participation by Insiders;
	 	 	 
	 	(v)	any
    amendment which would permit any Award granted under the Plan to be transferable or assignable by any Participant other than
    as allowed by Section 6.1(d);
	 	 	 
	 	(vi)	any
    amendment which increases the maximum number of Shares that may be (i) issuable to Insiders and Associates of such Insiders
    at any time; or (ii) issued to Insiders and Associates of such Insiders under the Plan and any other proposed or established
    Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 7; or


 




    	 	-20-	 



    	 	 	 



    

 


	 	(vii)	any
    amendment to the amendment provisions of the Plan, provided that Shares held directly or indirectly by Insiders benefiting
    from the amendments in Sections (ii) and (iii) shall be excluded when obtaining such shareholder approval.


 


	 	(c)	The
    Board may, subject to regulatory approval, discontinue the Plan at any time without the consent of the Participants provided
    that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the
    Plan.


 


7.3
Change in Control


 


	 	(a)	Notwithstanding
    anything else in this Plan or any Grant Agreement, the Board has the right to provide for the conversion or exchange of any
    outstanding Awards into or for options, rights, units or other securities of substantially equivalent (or greater) value in
    any entity participating in or resulting from a Change in Control.
	 	 	 
	 	(b)	Upon
    the Corporation entering into an agreement relating to a transaction which, if completed, would result in a Change in Control,
    or otherwise becoming aware of a pending Change in Control, the Corporation shall give written notice of the proposed Change
    in Control to the Participants, together with a description of the effect of such Change in Control on outstanding Awards,
    not less than seven (7) days prior to the closing of the transaction resulting in the Change in Control.
	 	 	 
	 	(c)	The
    Board may, in its sole discretion, change the Performance Criteria or accelerate the vesting and/or the expiry date of any
    or all outstanding Awards to provide that, notwithstanding the Performance Criteria and/or vesting provisions of such Awards
    or any Grant Agreement, such designated outstanding Awards shall be fully performed and/or vested and conditionally exercisable
    upon (or prior to) the completion of the Change in Control provided that the Board shall not, in any case, authorize the exercise
    of Awards pursuant to this Section 7.3(c) beyond the expiry date of the Awards. If the Board elects to change the Performance
    Criteria or accelerate the vesting and/or the expiry date of the Awards, then if any of such Awards are not exercised within
    seven (7) days after the Participants are given the notice contemplated in Section 7.3(b) (or such later expiry date as the
    Board may prescribe), such unexercised Awards shall, unless the Board otherwise determines, terminate and expire following
    the completion of the proposed Change in Control. If, for any reason, the Change in Control does not occur within the contemplated
    time period, the satisfaction of the Performance Criteria, the acceleration of the vesting and the expiry date of the Awards
    shall be retracted and vesting shall instead revert to the manner provided in the Grant Agreement.


 




    	 	-21-	 



    	 	 	 



    

 


	 	(d)	To
    the extent that the Change in Control would also result in a capital reorganization, arrangement, amalgamation or reclassification
    of the share capital of the Corporation and the Board does not change the Performance Criteria or accelerate the vesting and/or
    the expiry date of Awards pursuant to Section 7.3(c), the Corporation shall make adequate provisions to ensure that, upon
    completion of the proposed Change in Control, the number and kind of shares subject to outstanding Awards and/or the Option
    Price per share of Options shall be appropriately adjusted (including by substituting the Awards for awards to acquire securities
    in any successor entity to the Corporation) in such manner as the Board considers equitable to prevent substantial dilution
    or enlargement of the rights granted to Participants. The Board may make changes to the terms of the Awards or the Plan to
    the extent necessary or desirable to comply with any rules, regulations or policies of any stock exchange on which any securities
    of the Corporation may be listed, provided that the value of previously granted Awards and the rights of Participants are
    not materially adversely affected by any such changes.


 


	 	(e)	Notwithstanding
    anything else to the contrary herein, in the event of a potential Change in Control, the Board shall have the power, in its
    sole discretion, to modify the terms of this Plan and/or the Awards (including, for greater certainty, to cause the vesting
    of all unvested Awards) to assist the Participants to tender into a take-over bid or other transaction leading to a Change
    in Control. For greater certainty, in the event of a takeover bid or other transaction leading to a Change in Control, the
    Board shall have the power, in its sole discretion, to permit Participants to conditionally exercise their Awards, such conditional
    exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such take-over bid
    in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change in
    Control). If, however, the potential Change in Control referred to in this Section 7.3(e) is not completed within the time
    specified therein (as the same may be extended), then notwithstanding this Section 7.3(e) or the definition of “Change
    in Control”: (i) any conditional exercise of vested Awards shall be deemed to be null, void and of no effect, and
    such conditionally exercised Awards shall for all purposes be deemed not to have been exercised, (ii) Shares which were issued
    pursuant to the exercise of awards which vested pursuant to this Section 7.3 shall be returned by the Participant to the Corporation
    and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Awards which vested pursuant
    to this Section 7.3 shall be reinstated.


 


Article
8

MISCELLANEOUS


 


8.1
Use of an Administrative Agent and Trustee.


 


The
Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the
Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted
under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation
and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.


 




    	 	-22-	 



    	 	 	 



    

 


8.2
Tax Withholding.


 


	 	(a)	Notwithstanding
    any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator,
    executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable
    source deductions. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then,
    the withholding obligation may be satisfied by (a) having the Participant elect to have the appropriate number of such Shares
    sold by the Corporation, the Corporation’s transfer agent and registrar or any trustee appointed by the Corporation
    pursuant to Section 8.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with
    the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental
    authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.


 


	 	(b)	Notwithstanding
    the first paragraph of this Section 8.2, the applicable tax withholdings may be waived where the Participant directs in writing
    that a payment be made directly to the Participant’s registered retirement savings plan in circumstances to which regulation
    100(3) of the regulations of the Tax Act apply.


 


8.3
Reorganization of the Corporation.


 


The
existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize
any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business,
or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures,
shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation
of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar nature or otherwise.


 


8.4
Governing Laws.


 


The
Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein.


 


8.5
Severability.


 


The
invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision
and any invalid or unenforceable provision shall be severed from the Plan.


 


8.6
Effective Date of the Plan.


 


The
Plan was approved by the Board on [●], 2019 and will be effective upon receipt of shareholder and TSXV approvals (the
“Effective Date”) until the date it is terminated by the Board in accordance with the Plan.


 




    	 	-23-	 



    	 	 	 



    

 


APPENDIX
“A”

FORM OF OPTION AGREEMENT


 


MILLENNIAL
ESPORTS CORP.


 


OPTION
AGREEMENT


 


This
Stock Option Agreement (the “Option Agreement”) is entered into between Millennial Esports Corp. (the “Corporation”),
and the optionee named below (the “Optionee”) pursuant to and on the terms and subject to the conditions of
the Corporation’s Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms used and not otherwise
defined in this Option Agreement shall have the meanings set forth in the Plan.


 


The
terms of the option (the “Option”), in addition to those terms set forth in the Plan, are as follows:


 


	1.	Optionee.
    The Optionee is ► and the address of the Optionee is currently ►.
	 	 
	2.	Number
    of Shares. The Optionee may purchase up to ► Shares of the Corporation (the “Option Shares”)
    pursuant to this Option, as and to the extent that the Option vests and becomes exercisable as set forth in section 6 of this
    Option Agreement.
	 	 
	3.	Option
    Price. The exercise price is Cdn $► per Option Share (the “Option Price”).
	 	 
	4.	Date
    Option Granted. The Option was granted on ►.
	 	 
	5.	Term
    of Option. The Option terminates on ►. (the “Expiry Date”).
	 	 
	6.	Vesting.
    The Option to purchase Option Shares shall vest and become exercisable as follows:
	 	►
	 	 
	7.	Exercise
    of Options. In order to exercise the Option, the Optionee shall notify the Corporation in the form annexed hereto as Schedule
    “A”, whereupon the Corporation shall use reasonable efforts to cause the Optionee to receive a certificate representing
    the relevant number of fully paid and non-assessable Shares in the Corporation.
	 	 
	8.	Transfer
    of Option. The Option is not-transferable or assignable except in accordance with the Plan.
	 	 
	9.	Inconsistency.
    This Option Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction
    between the terms of this Option Agreement and the Plan, the terms of the Plan shall govern.
	 	 
	10.	Severability.
    Wherever possible, each provision of this Option Agreement shall be interpreted in such manner as to be effective and valid
    under applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any
    respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
    any other provision or any other jurisdiction, but this Option Agreement shall be reformed, construed and enforced in such
    jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
	 	 
	11.	Entire
    Agreement. This Option Agreement and the Plan embody the entire agreement and understanding among the parties and supersede
    and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have
    related to the subject matter hereof in any way.
	 	 
	12.	Successors
    and Assigns. This Option Agreement shall bind and enure to the benefit of the Optionee and the Corporation and their respective
    successors and permitted assigns.
	 	 
	13.	Time
    of the Essence. Time shall be of the essence of this Agreement and of every part hereof.
	 	 
	14.	Governing
    Law. This Agreement and the Option shall be governed by and interpreted and enforced in accordance with the laws of the
    Province of Ontario and the federal laws of Canada applicable therein.
	 	 
	15.	Counterparts.
    This Option Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which
    taken together constitute one and the same agreement.


 


[Remainder
of this page left intentionally blank; Signature page follows]


 




    	 	A-1	 



    	 	 	 



    

 


By
signing this Agreement, the Optionee acknowledges that the Optionee has been provided a copy of and has read and understands the
Plan and agrees to the terms and conditions of the Plan and this Option Agreement.


 


IN
WITNESS WHEREOF the parties hereof have executed this Option Agreement as of the ______ day of , 20__.


 


	 	MILLENNIAL
    ESPORTS CORP.
	 	 	 
	 	Per:	       
	 	Name:
    ► Title: ►	 


 


		 	 
	Witness	 	[Insert
    Participant’s Name]


 




    	 	A-2	 



    	 	 	 



    

 


SCHEDULE
“A”

ELECTION TO EXERCISE STOCK OPTIONS


 


	TO:	MILLENNIAL
    ESPORTS CORP. (the “Corporation”)


 


The
undersigned Optionee hereby elects to exercise Options granted by the Corporation to the undersigned pursuant to a Grant Agreement
dated ►, 20► under the Corporation’s Omnibus Equity Incentive Plan (the “Plan”), for the
number Shares set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in
the Plan.


 


	Number
    of Shares to be Acquired:	 
	Option
    Price (per Share):	$
	Aggregate
    Purchase Price:	 
	Amount
    enclosed that is payable on account of any source deductions relating to this Option exercise (contact the Corporation for
    details of such amount):	$
	[  ]
    Or check here if alternative arrangements have been made with the Corporation;	 


 


and
hereby tenders a certified cheque, bank draft or other form of payment confirmed as acceptable by the Corporation for such aggregate
purchase price, and, if applicable, all source seductions, and directs such Shares to be registered in the name of _____________________________________.


 


[Remainder
of this page left intentionally blank; Signature page follows]


 




    	 	A-3	 



    	 	 	 



    

 


I
hereby agree to file or cause the Corporation to file on my behalf, on a timely basis, all insider reports and other reports that
I may be required to file under applicable securities laws. I understand that this request to exercise my Options is irrevocable.


 


DATED
this ► day of ►, ►.


 


	 	 
	 	Signature
    of Participant
	 	 
	 	
	 	Name
    of Participant (Please Print)


 




    	 	A-4	 



    	 	 	 



    

 


SCHEDULE
“B”


SURRENDER
NOTICE


 


TO:
MILLENNIAL ESPORTS CORP. (the “Corporation”)


 


The
undersigned Optionee hereby elects to surrender ► Options granted by the Corporation to the undersigned pursuant to a Grant
Agreement dated ►, 20► under the Corporation’s Omnibus Equity Incentive Plan (the “Plan”)
in exchange for Shares as calculated in accordance with Section 3.6(3) of the Plan. Capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Plan.


 


Please
issue a certificate or certificates representing the Shares in the name of ►.


 


I
hereby agree to file or cause the Corporation to file on my behalf, on a timely basis, all insider reports and other reports that
I may be required to file under applicable securities laws. I understand that this request to exercise my Options is irrevocable.


 


DATED
this ►day of ►.


 


	 	 
	 	Signature
    of Participant
	 	 
	 	 
	 	Name
    of Participant (Please Print)


 






    	 	A-5	 



    	 	 	 



    

 


APPENDIX
“B”

FORM OF DSU AGREEMENT


 


MILLENNIAL
ESPORTS CORP.


 


DEFERRED
SHARE UNIT AGREEMENT


 


	Name:	[name
    of DSU Participant]
	 	 
	Award
    Date	[insert
    date ]


 


Millennial
Esports Corp. (the “Corporation”) has adopted the Omnibus Equity Incentive Plan (the “Plan”).
Your award is governed in all respects by the terms of the Plan, and the provisions of the Plan are hereby incorporated by reference.
For greater certainty, the provisions set out in Article 4 and Article 6 of the Plan applicable to DSUs shall be deemed to form
part of this DSU Agreement mutatis mutandis. Capitalized terms used and not otherwise defined in this DSU Agreement shall
have the meanings set forth in the Plan. If there is a conflict between the terms of this DSU Agreement and the Plan, the terms
of the Plan shall govern.


 


	Your
    Award	The
    Corporation hereby grants to you ► DSUs.


 


PLEASE
SIGN AND RETURN A COPY OF THIS DSU AGREEMENT TO THE CORPORATION.


 


By
your signature below, you acknowledge that you have received a copy of the Plan and have reviewed, considered and agreed to the
terms of this DSU Agreement and the Plan.


 


		 	
	Signature	 	Date


 


	 	On
    behalf of the Corporation: MILLENNIAL ESPORTS CORP.
	 	 	 
	 	Per:	                       
	 	Name:
    ► 	 
	 	Title:
    ►	 


 




    		B-1	 



    	 	 	 



    

 


APPENDIX
“C”

FORM OF RSU AGREEMENT


 


MILLENNIAL
ESPORTS CORP.


 


RESTRICTED
SHARE UNIT AGREEMENT


 


This
restricted share unit agreement (“RSU Agreement”) is entered into between Millennial Esports Corp. (the “Corporation”)
and the Participant named below (the “Recipient”) of the restricted share units (“RSUs”)
pursuant to the Corporation’s Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms used and
not otherwise defined in this RSU Agreement shall have the meanings set forth in the Plan.


 


The
terms of the RSUs, in addition to those terms set forth in the Plan, are as follows:


 


	1.	Recipient.
    The Recipient is ► and the address of the Recipient is currently ►.
	 	 
	2.	Grant
    of RSUs. The Recipient is hereby granted ► RSUs.
	 	 
	3.	Settlement.
    The RSUs shall be settled as follows:


 


(Select
one of the following three options):


 


	 	(a)	One
    Share issued from treasury per RSU.
	 	 	 
	 	(b)	Cash
    Equivalent of one Share per RSU.
	 	 	 
	 	(c)	Either
    (a), (b), or a combination thereof, at the election of the Recipient.
	 	 	 


 


	4.	Restriction
    Period. In accordance with Section 5.3 of the Plan, the restriction period in respect of the RSUs granted hereunder, as
    determined by the Board, shall commence on ► and terminate on ►.
	 	 
	5.	Performance
    Criteria. ►.
	 	 
	6.	Performance
    Period. ►.
	 	 
	7.	Vesting.
    The RSUs will vest as follows:
	 	►.
	 	 
	8.	Transfer
    of RSUs. The RSUs granted hereunder are not-transferable or assignable except in accordance with the Plan.
	 	 
	9.	Inconsistency.
    This RSU Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction
    between the terms of this RSU Agreement and the Plan, the terms of the Plan shall govern.


 




    		C-1	 



    	 	 	 



    

 


	10.	Severability.
    Wherever possible, each provision of this RSU Agreement shall be interpreted in such manner as to be effective and valid under
    applicable law, but if any provision of this RSU Agreement is held to be invalid, illegal or unenforceable in any respect
    under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any
    other provision or any other jurisdiction, but this RSU Agreement shall be reformed, construed and enforced in such jurisdiction
    as if such invalid, illegal or unenforceable provision had never been contained herein.
	 	 
	11.	Entire
    Agreement. This RSU Agreement and the Plan embody the entire agreement and understanding among the parties and supersede
    and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have
    related to the subject matter hereof in any way.
	 	 
	12.	Successors
    and Assigns. This RSU Agreement shall bind and enure to the benefit of the Recipient and the Corporation and their respective
    successors and permitted assigns.
	 	 
	13.	Time
    of the Essence. Time shall be of the essence of this Agreement and of every part hereof.
	 	 
	14.	Governing
    Law. This RSU Agreement and the RSUs shall be governed by and interpreted and enforced in accordance with the laws of
    the Province of Ontario and the federal laws of Canada applicable therein.
	 	 
	15.	Counterparts.
    This RSU Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken
    together constitute one and the same agreement.


 


By
signing this RSU Agreement, the Participant acknowledges that he or she has been provided with, has read and understands the Plan
and this RSU Agreement.


 


IN
WITNESS WHEREOF the parties hereof have executed this RSU Agreement as of the ► day of ►, 20►.


 


	 	Millennial
    Esports Corp.
	 	 
	 	Per:	
	 	Name:
    ► 	      
	 	Title:
    ►	 


 


		 	
	Witness	 	[Insert
    Participant’s Name]


 




    		C-2	 



     


    








 


SCHEDULE “E”



 


SHARE CONSOLIDATION RESOLUTIONS OF THE
SHAREHOLDERS


 


OF


 


MILLENNIAL ESPORTS CORP.


 


Share Consolidation


 


“BE IT RESOLVED as a special resolution
of the shareholders of the Millennial Esports Corp. (the “Corporation”) that:


 


	 	1.	the Corporation be authorized to amend the articles of the Corporation, pursuant to Section 168 of the Business Corporations Act (Ontario) (the “OBCA”) and subject to regulatory approval, to consolidate the number of common shares of the Corporation (the “Consolidation”), whether issued or unissued, on a basis of a ratio of one post-Consolidation Common Share for up to every five (5) pre-Consolidation Common Shares (the “Consolidation Ratio”), at the record date and effective date determined by the Board;
	 	 	 
	 	2.	the directors of the Corporation be and are hereby authorized, in their discretion, to determine the Consolidation Ratio, provided that such Consolidation Ratio shall not exceed one post-Consolidation Common Share for up to every five (5) pre-Consolidation Common Shares;
	 	 	 
	 	3.	the directors of the Corporation be and are hereby authorized, in their discretion, to give effect to the aforesaid amendment to the articles of the Corporation and effect the Consolidation at any time prior to the next annual general meeting of shareholders of the Corporation by making such filings with the Director under the OBCA as are required by the OBCA;
	 	 	 
	 	4.	any director or officer of the Corporation is hereby authorized to sign all such documents, including without limitation, articles of amendment, and to do all such acts and things, including without limitation, delivering such articles of amendment to the Director under the OBCA, as such director or officer determines, in his or her discretion, to be necessary or advisable in order to properly implement and give effect to the Consolidation; and
	 	 	 
	 	5.	the directors of the Corporation may, in their discretion, without further approval of or notice to the shareholders of the Corporation decide not to proceed with the Consolidation and otherwise revoke this special resolution at any time prior to the Consolidation being given effect.”


 




    	 	E-1	 



     


    


 


SCHEDULE “F”


 


NAME CHANGE RESOLUTIONS OF THE SHAREHOLDERS


 


OF


 


MILLENNIAL ESPORTS CORP.


 


Name Change


 


“BE IT RESOLVED as a special resolution
of the shareholders of the Millennial Esports Corp. (the “Corporation”) that:


 


	1.	the change of name of the Corporation to “Torque Esports Corp.”, or such other name as the Board of Directors of the Corporation may choose, acting in the best interests of the Corporation is hereby approved;
	 	 
	2.	any director or officer is hereby authorized to send to the Director appointed under the Business Corporations Act (Ontario), Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and
	 	 
	3.	notwithstanding approval of the shareholders of the Corporation as herein provided, the Board of Directors of the Corporation may, in its sole discretion, abandon the name change and any or all of the actions authorized by this special resolution at any time prior to completion thereof in the sole discretion of the Board of Directors of the Corporation without further approval of the shareholders.


 




    	 	F-1