Exhibit
4.2 


 





BUSINESS
CORPORATIONS ACT


 


BRITISH
COLUMBIA


 


ARTICLES


 


SCORE
MEDIA AND GAMING INC.





    


     


    

BUSINESS
CORPORATIONS ACT

BRITISH COLUMBIA


 


ARTICLES


 


SCORE
MEDIA AND GAMING INC.


 


I
N D E X


 


	PART
    1 INTERPRETATION 	1
	 	 
	PART
    2 ALTERATIONS 	2
	 	 
	PART
    3 SHARES AND SHARE CERTIFICATES 	3
	 	 
	PART
    4 SHARE TRANSFERS 	3
	 	 
	PART
    5 PURCHASE OF SHARES 	4
	 	 
	PART
    6 BORROWING POWERS 	4
	 	 
	PART
    7 SHAREHOLDER MEETINGS 	5
	 	 
	PART
    8 PROCEEDINGS AT SHAREHOLDER MEETINGS 	6
	 	 
	PART
    9 SHAREHOLDERS VOTES 	8
	 	 
	PART
    10 ELECTION AND REMOVAL OF DIRECTORS 	11
	 	 
	PART
    11 PROCEEDINGS OF DIRECTORS 	12
	 	 
	PART
    12 COMMITTEES OF DIRECTORS 	15
	 	 
	PART
    13 OFFICERS 	16
	 	 
	PART
    14 DISCLOSURE OF INTEREST OF DIRECTORS 	16
	 	 
	PART
    15 INDEMNIFICATION 	17
	 	 
	PART
    16 DIVIDENDS 	19
	 	 
	PART
    17 AUDITOR 	20
	 	 
	PART
    18 EXECUTION OF INSTRUMENTS 	20
	 	 
	PART
    19 NOTICES 	21
	 	 
	PART
    20 GAMING & REGULATORY COMPLIANCE 	22
	 	 




    


     


    

	PART
    21 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERENCE SHARES 	27
	 	 
	PART
    22 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO SPECIAL VOTING SHARES  	28
	 	 
	PART
    23 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO CLASS A SUBORDINATE VOTING SHARES 	31




    


     


    

ARTICLES


 


	Company
    Name:	Score
    Media and Gaming Inc.
	 	 
	Translations
    of Company Name	n/a
	 	 
	Incorporation
    Number:	C1221518


 


PART
1

INTERPRETATION 


 


Definitions



 


	1.1	In
                                         these Articles, unless the context otherwise requires:



 


		(a)	“these
                                         Articles” means the articles of the Company from time to time and all amendments
                                         thereto, and the words “herein”, “hereto”, “hereby”,
                                         “hereunder”, “hereof” and similar words refer to these Articles
                                         as so defined and not to any particular Part, article or other subdivision of these Articles;



 


		(b)	“board”
                                         and “directors” mean the directors or sole director, as the case may be,
                                         of the Company for the time being;



 


		(c)	“Business
                                         Corporations Act” means the Business Corporations Act (British Columbia)
                                         from time to time in force and includes amendments thereto, and all regulations made
                                         pursuant thereto;



 


		(d)	“Interpretation
                                         Act” means the Interpretation Act (British Columbia) from time to time
                                         in force and includes amendments thereto, and all regulations made pursuant thereto;



 


		(e)	“shareholder”
                                         means a shareholder of the Company; and



 


		(f)	“trustee”,
                                         in relation to a shareholder, means the personal or other legal representative of the
                                         shareholder, and includes a trustee in bankruptcy of the shareholder.



 


Application
of Business Corporations Act Definitions


 


	1.2	The
                                         definitions in the Business Corporations Act apply to these Articles.



 


Application
of Interpretation Act


 


	1.3	The
                                         Interpretation Act applies to the interpretation of these Articles as if these Articles
                                         were an enactment.






    - 1 -


     


    

Conflict


 


	1.4	If
                                         there is a conflict between a definition or rule in the Business Corporations Act and
                                         a definition or rule in the Interpretation Act relating to a term used in these Articles,
                                         the definition or rule in the Business Corporations Act will prevail.



 


Severability
of Invalid Provisions


 


	1.5	The
                                         invalidity or unenforceability of any provision of these Articles will not affect the
                                         validity or enforceability of the remaining provisions of these Articles.



 


Effect
of Omissions and Errors in Notices


 


	1.6	The
                                         accidental omission to send notice of any meeting of shareholders or directors (including
                                         any committee of directors) to any person entitled to notice or the non-receipt of any
                                         notice by any of the persons entitled to notice or any error in any notice not affecting
                                         its substance will not invalidate any action or proceeding taken at that meeting or otherwise
                                         founded on the notice.



 


Signing



 


	1.7	Expressions
                                         referring to signing shall be construed as including facsimile signatures and the receipt
                                         of messages by telecopy or electronic mail or any other method of transmitting writing
                                         and indicating thereon that the requisite instrument is signed, notwithstanding that
                                         no actual original or copy of an original signature appears thereon.



 


PART
2

ALTERATIONS 


 


No
Interference with Class or Series Rights without Consent


 


	2.1	A
                                         right or special right attached to issued shares must not be prejudiced or interfered
                                         with under the Business Corporations Act or under the Notice of Articles or these Articles
                                         unless the shareholders holding shares of the class or series of shares to which the
                                         right or special right is attached consent by a special separate resolution of those
                                         shareholders.



 


Alterations



 


	2.2	Subject
                                         to Article 2.1, the shareholders may from time to time, by special resolution, make any
                                         alteration to the Notice of Articles and these Articles as permitted by the Business
                                         Corporations Act.



 


Change
of Name


 


	2.3	The
                                         Company may by a directors’ resolution or a special resolution authorize an alteration
                                         to its Notice of Articles to change its name.






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PART
3

SHARES AND SHARE CERTIFICATES 


 


Sending
of Share Certificate


 


	3.1	Any
                                         share certificate which a shareholder is entitled to receive may be sent to the shareholder
                                         by mail and neither the Company nor any agent of the Company is liable for any loss to
                                         the shareholder arising as a result of the accidental omission to send any share certificate
                                         or non-receipt of any share certificate so sent.



 


Joint
Ownership


 


	3.2	Where
                                         a share is registered in the names of two or more persons, unless the registration on
                                         the share certificate specifies otherwise, the share shall, for the purposes of these
                                         Articles, be considered to be jointly held by such persons and such persons shall, for
                                         the purposes of these Articles, be considered joint holders of such share.



 


Limit
on Registration of Joint Holders


 


	3.3	Except
                                         in the case of the trustees of a shareholder, the directors may refuse to register in
                                         the central securities register more than three persons as the joint holders of a share.



 


Delivery
of Jointly Held Certificate


 


	3.4	A
                                         share certificate for a share registered in the names of two or more persons shall be
                                         delivered to that one of them whose name appears first on the central securities register
                                         in respect of the share.



 


Unregistered
Interests


 


	3.5	Except
                                         as required by law or these Articles, the Company need not recognize or provide for any
                                         person’s interests in or rights to a share unless that person is registered as
                                         the holder.



 


PART
4

SHARE TRANSFERS 


 


Form
of Instrument of Transfer


 


	4.1	The
                                         instrument of transfer in respect of any share of the Company will be either in the form
                                         on the back of the certificate representing such share or in such other form as may be
                                         approved by the directors from time to time.



 


Effect
of Signed Instrument of Transfer


 


	4.2	If
                                         a shareholder, or the duly authorized attorney of that shareholder, signs an instrument
                                         of transfer in respect of shares registered in the name of the shareholder, the signed
                                         instrument of transfer constitutes a complete and sufficient authority to the Company
                                         and its directors, officers and agents to register the number of shares specified in
                                         the instrument of transfer, or, if no number is specified, all the shares represented
                                         by share certificates deposited with the instrument of transfer,






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		(a)	in
                                         the name of the person named as transferee in that instrument of transfer; or



 


		(b)	if
                                         no person is named as transferee in that instrument of transfer, in the name of the person
                                         on whose behalf the share certificate is deposited for the purpose of having the transfer
                                         registered.



 


PART
5  


PURCHASE
OF SHARES 


 


Authority
to Purchase Shares


 


	5.1	Subject
                                         to the special rights and restrictions attached to any class or series of shares, the
                                         Company may purchase or otherwise acquire any of its shares if authorized to do so by
                                         resolution of the directors.



 


PART
6

BORROWING POWERS 


 


Powers
of Directors


 


	6.1	The
                                         directors may from time to time at their discretion on behalf of the Company:



 


		(a)	borrow
                                         money for the purposes of the Company in the manner and amount, on the security, from
                                         the sources and on the terms and conditions that they consider appropriate;



 


		(b)	raise
                                         or secure the repayment of any borrowed money, including by the issuance of bonds, perpetual
                                         or redeemable, debentures or debenture stock and other debt obligations either outright
                                         or as security for any liability or obligation of the Company or any other person;



 


		(c)	guarantee
                                         the repayment of money by any other person or the performance of any obligation of any
                                         other person; or



 


		(d)	mortgage
                                         or charge, whether by way of specific or floating charge, grant a security interest or
                                         give other security on the whole or any part of the present and future property and undertaking
                                         of the Company, including uncalled capital.






    - 4 -


     


    

Terms
of Debt and Security Instruments


 


	6.2	Any
                                         debentures, debenture stock, bonds, mortgages, security interests and other securities
                                         may be issued at a discount, premium or otherwise, and with special or other rights or
                                         privileges as to redemption, surrender, drawings, allotment of or conversion into shares,
                                         attending and voting at a general meeting of the Company, appointment of directors and
                                         otherwise as the directors may determine at or prior to the time of issuance.



 


PART
7

SHAREHOLDER MEETINGS 


 


Calling
of Shareholder Meetings


 


	7.1	Meetings
                                         of shareholders of the Company shall be held at such time or times as the directors from
                                         time to time determine, and shall take place in Toronto, Ontario, or at such location
                                         or locations as the board, by resolution, may approve.



 


Notice



 


	7.2	Subject
                                         to the provisions of the Business Corporations Act regarding requisitions for general
                                         meetings and waiver of notice, the Company will send notice of the date, time and location
                                         of a meeting of shareholders to each shareholder entitled to vote at the meeting and
                                         to each director at least 21 days before the meeting.



 


Special
Business


 


	7.3	If
                                         a general meeting is to consider special business within the meaning of Article 8.1,
                                         the notice of meeting will:



 


		(a)	state
                                         the general nature of the special business; and



 


		(b)	if
                                         the special business includes presenting, considering, approving, ratifying, adopting
                                         or authorizing any document or the signing of or giving of effect to any document, have
                                         attached to it, or be accompanied by, a copy of the document or state that a copy of
                                         the document will be available for inspection by shareholders:



 


		(i)	at
                                         the Company’s records office, or at such other reasonably accessible location in
                                         British Columbia as is specified by the notice; and



 


		(ii)	during
                                         statutory business hours on any one or more specified days before the day set for the
                                         holding of the meeting.






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PART
8

PROCEEDINGS AT SHAREHOLDER MEETINGS 


 


Special
Business


 


	8.1	At
                                         a meeting of shareholders, the following business is special business:



 


		(a)	at
                                         a meeting of shareholders that is not an annual general meeting, all business is special
                                         business except business relating to the conduct of, or voting at, the meeting;



 


		(b)	at
                                         an annual general meeting, all business is special business except for the following:



 


		(i)	business
                                         relating to the conduct of, or voting at, the meeting;



 


		(ii)	consideration
                                         of any financial statements of the Company presented to the meeting;



 


		(iii)	consideration
of any reports of the directors or auditor;



 


		(iv)	the setting or changing of the number of directors;



 


		(v)	the election or appointment of directors;



 


		(vi)	the appointment of an auditor;



 


		(vii)	the setting of the remuneration of an auditor; and



 


		(viii)	business
                                         arising out of a report of the directors not requiring the passing of a special resolution
                                         or an exceptional resolution.



 


Special
Majority


 


	8.2	The
                                         majority of votes required for the Company to pass a special resolution at any meeting
                                         of shareholders is two-thirds of the votes cast on the resolution.



 


Quorum



 


	8.3	Subject
                                         to Article 8.4 and the special rights and restrictions attached to the shares of any
                                         class or series of shares, the quorum for the transaction of business at a meeting of
                                         shareholders is 2 persons present in person or by proxy who, in the aggregate, hold or
                                         represent by proxy not less than 25% of the votes entitled to be cast at the meeting.






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Sole
Shareholder


 


	8.4	If
                                         there is only one shareholder entitled to vote at a meeting of shareholders:



 


		(a)	the
                                         quorum is one person who is, or who represents by proxy, that shareholder; and



 


		(b)	that
                                         shareholder, present in person or by proxy, may constitute the meeting.



 


Lack
of Quorum


 


	8.5	If,
                                         within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum
                                         is not present,



 


		(a)	in
                                         the case of a general meeting convened by requisition of shareholders, the meeting is
                                         dissolved; and



 


		(b)	in
                                         the case of any other meeting of shareholders, the meeting stands adjourned to the same
                                         day in the next week at the same time and place, unless those shareholders present determine
                                         otherwise.



 


Quorum
at Succeeding Meeting


 


	8.6	If
                                         a meeting referred to in Article 8.5 was adjourned and if a quorum as provided in Article
                                         8.3 is not present within 1/2 hour from the time set for the holding of the adjourned
                                         meeting, the persons present and being, or representing by proxy, shareholders entitled
                                         to attend and vote at the meeting constitute a quorum.



 


Chair



 


	8.7	The
                                         following individual is entitled to preside as chair at a meeting of shareholders:



 


		(a)	the
                                         chair of the board, if any; and



 


		(b)	if
                                         there is no chair of the board or if the chair of the board is absent or unwilling to
                                         act as chair of the meeting, the chief executive officer or, in his or her absence, the
                                         president.



 


Alternate
Chair


 


	8.8	If,
                                         at any meeting of shareholders:



 


		(a)	there
                                         is no chair of the board, chief executive officer or president, present within 15 minutes
                                         after the time set for holding the meeting;



 


		(b)	the
                                         chair of the board, the chief executive officer and the president, are unwilling to act
                                         as chair of the meeting; or



 


		(c)	the
                                         chair of the board, the chief executive officer and the president have advised the secretary,
                                         if any, or any director present at the meeting, that they will not be present at the
                                         meeting; then any other director may chair the meeting, or if no director is available
                                         and willing to act as chair of the meeting, the shareholders present in person or by
                                         proxy may choose any person present at the meeting to chair the meeting.






    - 7 -


     


    



Postponement
or Cancellation of Meetings


 


	8.9	A
                                         meeting of shareholders may be postponed or cancelled by the Company at any time prior
                                         to the holding of the meeting upon such notice or communication to shareholders, if any,
                                         as the board may determine, and, if postponed, the postponed meeting may be held at such
                                         time or times, and at such location or locations, as the board, by resolution, may approve.



 


Procedure
at Meetings


 


	8.10	The
                                         board may determine the procedures to be followed at any meeting of shareholders including,
                                         without limitation, the rules of order. Subject to the foregoing, the chair of a meeting
                                         may determine the procedures of the meeting in all respects.



 


Casting
Vote


 


	8.11	In
                                         case of an equality of votes cast at a meeting of shareholders, the chair does not have
                                         a casting or second vote.



 


PART
9

SHAREHOLDERS VOTES 


 


Joint
Shareholders


 


	9.1	If
                                         there are joint shareholders registered in respect of any share:



 


		(a)	any
                                         one of the joint shareholders may vote at any meeting, either personally or by proxy,
                                         in respect of the share as if that joint shareholder were solely entitled to it; or



 


		(b)	if
                                         more than one of the joint shareholders is present at any meeting, personally or by proxy,
                                         the joint shareholder present whose name stands first on the central securities register
                                         in respect of the share is alone entitled to vote in respect of that share.



 


Trustees



 


	9.2	Two
                                         or more trustees of a shareholder in whose name any share is registered are, for the
                                         purposes of Article 9.1, deemed to be joint shareholders.






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Representative
of Corporate Shareholder


 


	9.3	If
                                         a corporation that is not a subsidiary of the Company is a shareholder, that corporation
                                         may appoint a person to act as its representative at any meeting of shareholders of the
                                         Company, and:



 


		(a)	for
                                         that purpose, the instrument appointing a representative must:



 


		(i)	be
                                         received at the registered office of the Company or at any other place specified, in
                                         the notice calling the meeting, for the receipt of proxies, at least 1 business day before
                                         the day set for the holding of the meeting; or



 


		(ii)	be
                                         provided, at the meeting, to the chair of the meeting; and



 


		(b)	if
                                         a representative is appointed under this Article 9.3:



 


		(i)	the
                                         representative is entitled to exercise in respect of and at that meeting the same rights
                                         that the appointing corporation could exercise if it were a shareholder who is an individual,
                                         including, without limitation, the right to appoint a proxy holder; and



 


		(ii)	the
                                         representative, if present at the meeting, is to be counted for the purpose of forming
                                         a quorum and is deemed to be a shareholder present in person at the meeting.



 


Application
of Proxy Provisions


 


	9.4	Articles
                                         9.5 to 9.12 do not apply to the Company if and for so long as it is a public company
                                         or a pre-existing reporting company.



 


Appointment
of Proxy Holder


 


	9.5	Each
                                         shareholder, including a corporation that is a shareholder but not a subsidiary of the
                                         Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or
                                         more individuals (who need not be shareholders) as such shareholder’s nominee to
                                         attend, speak, act and vote for and on behalf of such shareholder at the meeting in the
                                         manner, to the extent and with the power conferred by the proxy.



 


Execution
of Proxy


 


	9.6	A
                                         shareholder’s proxy will be in writing, dated the date on which it is executed
                                         (or if not dated, will be deemed to be dated the date on which it is received by the
                                         Company), and will be executed by such shareholder or such shareholder’s attorney
                                         authorized in writing, or if the shareholder is a corporation, by a duly authorized officer
                                         or attorney.






    - 9 -


     


    

Continuing
Proxy


 


	9.7	A
                                         shareholder may appoint one or more individuals (who need not be shareholders) as such
                                         shareholder’s nominee to attend, speak, act and vote for and on behalf of such
                                         shareholder at every general meeting of the Company or at one or more general meetings
                                         which are held within such period of time as the proxy specifies.



 


Form
of Proxy


 


	9.8	A
                                         proxy, whether for a specified meeting or otherwise, must be either in the following
                                         form or in any other form approved by the directors or the chair of the meeting:



 


(Name
of Company)


 


The
undersigned, being a shareholder of the above named Company, hereby appoints ___________________,
or, failing that person, ___________________,
as proxy holder for the undersigned to attend, speak, act and vote for and on behalf of the undersigned at the meeting of
shareholders to be held on the ___ day of __________,
20___ and at any adjournment of that meeting.


 


Signed
this ___ day of ____________,
20___


 


	 
	Signature
    of shareholder 


 


Delivery
of Proxy


 


	9.9	Unless
                                         the board determines otherwise, a proxy for a meeting of shareholders must:



 


		(a)	be
                                         received at the registered office of the Company or at any other place specified, in
                                         the notice calling the meeting, for the receipt of proxies, at least the number of business
                                         days specified in the notice, or if no number of days is specified, 1 business day, before
                                         the day set for the holding of the meeting; or



 


		(b)	unless
                                         the notice provides otherwise, be provided, at the meeting, to the chair of the meeting.



 


Revocation
of Proxy


 


	9.10	A
                                         shareholder’s proxy will, to the extent that it is inconsistent with a proxy of
                                         prior date, be deemed to revoke such prior proxy. Subject to Article 9.11, every proxy
                                         may be revoked by an instrument in writing that is:



 


		(a)	received
                                         at the registered office of the Company at any time up to and including the last business
                                         day before the day set for the holding of the meeting at which the proxy is to be used;
                                         or



 


		(b)	provided
                                         at the meeting to the chair of the meeting.






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Signing
of Revocation of Proxy


 


	9.11	An
                                         instrument referred to in Article 9.10 must be signed as follows:



 


		(a)	if
                                         the shareholder for whom the proxy holder is appointed is an individual, the instrument
                                         must be signed by the shareholder or the trustee of the shareholder; and



 


		(b)	if
                                         the shareholder for whom the proxy holder is appointed is a corporation, the instrument
                                         must be signed by the corporation or by a representative appointed for the corporation
                                         under Article 9.3.



 


Validity
of Proxy Votes


 


	9.12	A
                                         vote given in accordance with the terms of a proxy is valid despite the death or incapacity
                                         of the shareholder giving the proxy and despite the revocation of the proxy or the revocation
                                         of the authority under which the proxy is given, unless notice in writing of that death,
                                         incapacity or revocation is received:



 


		(a)	at
                                         the registered office of the Company, at any time up to and including the last business
                                         day before the day set for the holding of the meeting at which the proxy is to be used;
                                         or



 


		(b)	by
                                         the chair of the meeting, before the vote is taken.



 


Authority
to Vote


 


	9.13	The
                                         chair of any meeting of shareholders may, but need not, inquire into the authority of
                                         any person to vote at the meeting and may, but need not, demand from that person production
                                         of evidence as to the existence of the authority to vote.



 


PART
10

ELECTION AND REMOVAL OF DIRECTORS 


 


Number
of Directors


 


	10.1	The
                                         Company will have a board of directors consisting of initially the number of directors
                                         that is equal to the number of the first directors and thereafter, subject to Parts 21,
                                         22 and 23, the number of directors set by ordinary resolution of the shareholders from
                                         time to time.



 


Change
in Number of Directors


 


	10.2	If
                                         the number of directors is changed pursuant to Article 10.1, subject to Parts 21, 22
                                         and 23, the shareholders may elect, or appoint by ordinary resolution, the directors
                                         needed to fill any vacancies in the board of directors that result from that change.






    - 11 -


     


    

Election
of Directors


 


	10.3	At
                                         every annual general meeting:



 


		(a)	the
                                         shareholders entitled to vote at the annual general meeting for the election or appointment
                                         of directors will elect a board of directors consisting of the number of directors for
                                         the time being required under these Articles; and



 


		(b)	subject
                                         to Article 10.6, all the directors cease to hold office immediately before the election
                                         or appointment of directors under paragraph (a), but are eligible for re-election or
                                         reappointment.



 


Failure
to Elect or Appoint Directors


 


	10.4	If
                                         the Company fails to hold an annual general meeting in accordance with the Business Corporations
                                         Act or fails, at an annual general meeting, to elect or appoint any directors, the directors
                                         then in office continue to hold office until the earlier of:



 


		(a)	the
                                         date on which the failure is remedied; and



 


		(b)	the
                                         date on which they otherwise cease to hold office under the Business Corporations Act
                                         or these Articles.



 


Additional
Directors


 


	10.5	Notwithstanding
                                         Articles 10.1 and 10.2, but subject to Parts 21, 22 and 23, the directors may appoint
                                         one or more additional directors, but the number of additional directors appointed under
                                         this Article 10.5 will not at any time exceed:



 


		(a)	1/3
                                         of the number of first directors if, at the time of the appointment, one or more of the
                                         first directors have not yet completed their first term of office; or



 


		(b)	in
                                         any other case, 1/3 of the number of the current directors who were elected or appointed
                                         as directors other than under this Article 10.5.



 


Removal
of Director


 


	10.6	Subject
                                         to Parts 21, 22 and 23, the shareholders may, by special resolution, remove any director
                                         from office at any time.



 


PART
11

PROCEEDINGS OF DIRECTORS 


 


Timing
of Meetings


 


	11.1	Meetings
                                         of the board will be held on such day and at such time and place as the chair of the
                                         board of the Company or any two directors may determine.






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Chair


 


	11.2	Meetings
                                         of directors are to be chaired by:



 


		(a)	the
                                         chair of the board, if any,



 


		(b)	in
                                         the absence of the chair of the board, the chief executive officer;



 


		(c)	in
                                         the absence of the chief executive officer, the president, if any, if the president is
                                         a director, or



 


		(d)	any
                                         other director chosen by the directors if:



 


		(i)	none
of the chair of the board, the chief executive officer or the president, if a director, are present at the meeting within 15 minutes
after the time set for holding the meeting,



 


		(ii)	none
of the chair of the board, the chief executive officer or the president, if a director, are willing to chair the meeting, or



 


		(iii)	the
chair of the board, the chief executive officer and the president, if a director, have advised the secretary, if any, or any other
director, that they will not be present at the meeting.



 


Voting


 


	11.3	At
                                         all meetings of directors every question will be decided by a majority of votes cast
                                         on the question and, in the case of an equality of votes, the chair of the meeting will
                                         not be entitled to a second or casting vote.



 


Notice


 


	11.4	Subject
                                         to Articles 1.6 and 11.5, if a meeting of the board is called under Article 11.1 notice
                                         of that meeting will be given to each director not less than 24 hours before the time
                                         when the meeting is to be held, specifying the place, date and time of that meeting:



 


		(a)	by
                                         mail addressed to the director’s address as it appears on the books of the Company
                                         or to any other address provided to the Company by the director for this purpose;



 


		(b)	by
                                         leaving it at the director’s prescribed address or at any other address provided
                                         to the Company by the director for this purpose;



 


		(c)	orally,
                                         including, by telephone, voice mail or on other recorded media; or



 


		(d)	by
                                         e-mail, fax or any other method of reliably transmitting messages.






    - 13 -


     


    

Notice
not Required


 


	11.5	It
                                         is not necessary to give notice of a meeting of the directors to a director if:



 


		(a)	the
                                         meeting is to be held immediately following a meeting of shareholders at which that director
                                         was elected or appointed or is the meeting of the directors at which that director is
                                         appointed; or



 


		(b)	the
                                         director has filed a waiver under Article 11.6.



 


Waiver
of Notice


 


	11.6	Any
                                         director may file with the Company a document signed by the director waiving notice of
                                         any past, present or future meeting of the directors or a direction that notice of meetings
                                         of the directors be given to the alternate of such director and may, at any time, withdraw
                                         the waiver or direction, as the case may be, by instrument in writing delivered to the
                                         registered office of the Company, and until the waiver or direction, as the case may
                                         be, is withdrawn, no notice of meetings of the directors shall be given to that director
                                         or notice of meetings of the directors shall be sent to the alternate of such director,
                                         as the case may be; and any and all meetings of the directors, notice of which has not
                                         been given to such director or has been given to the alternate of such director, as the
                                         case may be, shall, provided a quorum of the directors is present, be valid and effective.



 


Quorum


 


	11.7	The
                                         quorum necessary for the transaction of the business of the directors is a majority of
                                         the directors. A director holding a disclosable interest in a contract or transaction
                                         to be considered at a meeting is to be counted in a quorum notwithstanding such director’s
                                         interest.



 


Resolutions
in Writing


 


	11.8	A
                                         resolution in writing signed by each director or such director’s alternate, or
                                         if there is only one director by that one director, shall be as valid and effectual as
                                         if it had been passed at a meeting of the board duly convened and held.



 


Counterparts


 


	11.9	A
                                         resolution in writing may be in one or more counterparts, each of which may be signed
                                         by one or more directors or alternates or one or more committee members, and which together
                                         shall be deemed to constitute a resolution in writing.



 


Remuneration
of Directors


 


	11.10	The
                                         directors may fix the remuneration of the directors and officers of the Company.






    - 14 -


     


    

PART
12

COMMITTEES OF DIRECTORS 


 


Appointment


 


	12.1	The
                                         directors may, by resolution:



 


		(a)	appoint
                                         one or more committees consisting of the director or directors that they consider appropriate;



 


		(b)	delegate
                                         to a committee appointed under paragraph (a) any of the directors’ powers, except:



 


		(i)	the
power to fill vacancies in the board;



 


		(ii)	the
power to change the membership of, or fill vacancies in, any committee of the board; and



 


		(iii)	the
power to appoint or remove officers appointed by the board; and



 


		(c)	make
                                         any delegation referred to in paragraph (b) subject to the conditions set out in the
                                         resolution.



 


Duties


 


	12.2	Any
                                         committee formed under Article 12.1, in the exercise of the powers delegated to it, shall:



 


		(a)	conform
                                         to any rules that may from time to time be imposed on it by the directors; and



 


		(b)	report
                                         every act or thing done in exercise of those powers to the earliest meeting of the directors
                                         to be held after the act or thing has been done.



 


Powers
of Board


 


	12.3	The
                                         board may, at any time:



 


		(a)	revoke
                                         the authority given to a committee, or override a decision made by a committee, except
                                         as to acts done before such revocation or overriding;



 


		(b)	terminate
                                         the appointment of, or change the membership of, a committee; and



 


		(c)	fill
                                         vacancies in a committee.






    - 15 -


     


    

Meetings


 


	12.4	Subject
                                         to Article 12.2(a):



 


		(a)	the
                                         members of a directors’ committee may meet and adjourn as they think proper;



 


		(b)	a
                                         directors’ committee may elect a chair of its meetings but, if no chair of the
                                         meeting is elected, or if at any meeting the chair of the meeting is not present within
                                         15 minutes after the time set for holding the meeting, the directors present who are
                                         members of the committee may choose one of their number to chair the meeting;



 


		(c)	a
                                         majority of the members of a directors’ committee constitutes a quorum of the committee;
                                         and



 


		(d)	questions
                                         arising at any meeting of a directors’ committee are determined by a majority of
                                         votes of the members present, and in case of an equality of votes, the chair of the meeting
                                         has no second or casting vote.



 


PART
13

OFFICERS 


 


Functions,
Duties and Powers


 


	13.1	The
                                         board may appoint any officers it considers necessary and for each officer:



 


		(a)	determine
                                         the functions and duties the officer is to perform;



 


		(b)	entrust
                                         to and confer on the officer any of the powers exercisable by the directors on such terms
                                         and conditions and with such restrictions as the directors think fit;



 


		(c)	from
                                         time to time revoke, withdraw, alter or vary all or any of the functions, duties and
                                         powers of the officer; and



 


		(d)	may
                                         terminate such officer’s appointment at any time.



 


PART
14

DISCLOSURE OF INTEREST OF DIRECTORS 


 


Other
Office


 


	14.1	A
                                         director may hold any office or position of profit with the Company (other than the office
                                         of auditor of the Company) in addition to his or her office of director for the period
                                         and on the terms (as to remuneration or otherwise) that the directors may determine.





    - 16 -


     


    






No
Disqualification


 


	14.2	No
                                         director or intended director is disqualified by his or her office from contracting with
                                         the Company either with regard to the holding of any office or place of profit the director
                                         holds with the Company or as vendor, purchaser or otherwise.



 


Professional
Services


 


	14.3	Subject
                                         to compliance with the provisions of the Business Corporations Act, a director
                                         or officer of the Company, or any corporation or firm in which that individual has an
                                         interest, may act in a professional capacity for the Company, except as auditor of the
                                         Company, and the director or officer or such corporation or firm is entitled to remuneration
                                         for professional services as if that individual were not a director or officer.



 


Accountability


 


	14.4	A
                                         director or officer may be or become a director, officer or employee of, or may otherwise
                                         be or become interested in, any corporation, firm or entity in which the Company may
                                         be interested as a shareholder or otherwise, and, subject to compliance with the provisions
                                         of the Business Corporations Act, the director or officer is not accountable to
                                         the Company for any remuneration or other benefits received by him or her as director,
                                         officer or employee of, or from his or her interest in, such other corporation, firm
                                         or entity.



 


PART
15 

INDEMNIFICATION


 


Mandatory
Indemnification


 


	15.1	The
                                         Company will indemnify a director or officer of the Company, a former director or officer
                                         of the Company or another individual who acts or acted at the Company’s request
                                         as a director or officer, or in a similar capacity, of another entity, and such person’s
                                         heirs and legal representatives to the extent permitted by the Business Corporations
                                         Act.



 


Deemed
Contract


 


	15.2	Each
                                         director and officer is deemed to have contracted with the Company on the terms of the
                                         indemnity referred to in this Part.



 


Optional
Indemnification


 


	15.3	Except
                                         as otherwise required by the Business Corporations Act and subject to Article 15.1, the
                                         Company may from time to time indemnify and save harmless any person who was or is a
                                         party or is threatened to be made a party to any threatened, pending or completed action,
                                         suit or proceeding, whether civil, criminal, administrative or investigative (other than
                                         an action by or in the right of the Company) by reason of the fact that he or she is
                                         or was an employee or agent of the Company, or is or was serving at the request of the
                                         Company as an employee, agent of or participant in another entity against expenses (including
                                         legal fees), judgments, fines and any amount actually and reasonably incurred by him
                                         or her in connection with such action, suit or proceeding if he or she acted honestly
                                         and in good faith with a view to the best interests of the Company or, as the case may
                                         be, to the best interests of the other entity for which he or she served at the Company’s
                                         request and, with respect to any criminal or administrative action or proceeding that
                                         is enforced by a monetary penalty, had reasonable grounds for believing that his or her
                                         conduct was lawful. The termination of any action, suit or proceeding by judgment, order,
                                         settlement or conviction will not, of itself, create a presumption that the person did
                                         not act honestly and in good faith with a view to the best interests of the Company or
                                         other entity and, with respect to any criminal or administrative action or proceeding
                                         that is enforced by a monetary penalty, had no reasonable grounds for believing that
                                         his or her conduct was lawful.






    - 17 -


     


    


Right
of Indemnity not Exclusive


 


	15.4	The
                                         provisions for indemnification contained in these Articles will not be deemed exclusive
                                         of any other rights to which any person seeking indemnification may be entitled under
                                         any agreement, vote of shareholders or directors or otherwise, both as to action in his
                                         or her official capacity and as to action in another capacity, and will continue as to
                                         a person who has ceased to be a director, officer, employee or agent and will inure to
                                         the benefit of that person’s heirs and legal representatives.



 


Limit
on Liability


 


	15.5	To
                                         the extent permitted by law, no director or officer for the time being of the Company
                                         will be liable for the acts, receipts, neglects or defaults of any other director or
                                         officer or employee or for joining in any receipt or act for conformity or for any loss,
                                         damage or expense happening to the Company through the insufficiency or deficiency of
                                         title to any property acquired by the Company or for or on behalf of the Company or for
                                         the insufficiency or deficiency of any security in or upon which any of the moneys of
                                         or belonging to the Company will be placed out or invested or for any loss or damage
                                         arising from the bankruptcy, insolvency or tortious act of any person, firm or body corporate
                                         with whom or which any moneys, securities or other assets belonging to the Company will
                                         be lodged or deposited or for any loss, conversion, misapplication or misappropriation
                                         of or any damage resulting from any dealings with any moneys, securities or other assets
                                         belonging to the Company or for any other loss, damage or misfortune whatever which may
                                         happen in the execution of the duties of his or her respective office or trust or in
                                         relation thereto unless the same will happen by or through his or her failure to act
                                         honestly and in good faith with a view to the best interests of the Company and in connection
                                         therewith to exercise the care, diligence and skill that a reasonably prudent person
                                         would exercise in comparable circumstances. If any director or officer of the Company
                                         is employed by or performs services for the Company otherwise than as a director or officer
                                         or is a member of a firm or a shareholder, director or officer of a body corporate which
                                         is employed by or performs services for the Company, the fact that the person is a director
                                         or officer of the Company will not disentitle such director or officer or such firm or
                                         body corporate, as the case may be, from receiving proper remuneration for such services.






    - 18 -


     


    

PART
16 

DIVIDENDS


 


Declaration


 


	16.1	Subject
                                         to the Business Corporations Act and any special rights or restrictions as to dividends,
                                         the directors may from time to time by resolution declare and authorize payment of any
                                         dividends the directors consider appropriate out of profits, capital or otherwise, including,
                                         without limitation, retained earnings, other income, contributed surplus, capital surplus,
                                         any share premium account or appraisal surplus or any other unrealized appreciation in
                                         the value of the assets of the Company, if any.



 


No
Notice


 


	16.2	The
                                         directors need not give notice to any shareholder of any declaration under Article 16.1.



 


Timing
of Payment


 


	16.3	Any
                                         dividend declared by the directors may be made payable on such date as is fixed by the
                                         directors.



 


Dividends
Proportionate to Number of Shares


 


	16.4	Subject
                                         to any special rights or restrictions as to dividends, all dividends on shares of any
                                         class or series of shares will be declared and paid according to the number of such shares
                                         held.



 


Manner
of Payment


 


	16.5	The
                                         Company may pay any dividend wholly or partly by issuing shares or warrants or by the
                                         distribution of property, bonds, debentures or other debt obligations of the Company,
                                         or in any one or more of those ways, and, if any difficulty arises in regard to the distribution,
                                         the directors may settle the difficulty as they consider expedient, and, in particular,
                                         may set the value for distribution of specific property.



 


Rounding


 


	16.6	If
                                         a dividend to which a shareholder is entitled includes a fraction of the smallest monetary
                                         unit of the currency of the dividend, that fraction may be disregarded in making payment
                                         of the dividend and that payment represents full payment of the dividend.






    - 19 -


     


    

Method
of Payment


 


	16.7	Any
                                         dividend or other distribution payable in cash in respect of shares may be paid electronically
                                         or by cheque, made payable to the order of the person to whom it is sent, and mailed:



 


		(a)	subject
                                         to paragraphs (b) and (c), to the address of the shareholder;



 


		(b)	subject
                                         to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder
                                         whose name stands first on the central securities register in respect of the shares;
                                         or



 


		(c)	to
                                         the person and to the address as the shareholder or joint shareholders may direct in
                                         writing.



 


Joint
Shareholders


 


	16.8	If
                                         several persons are joint shareholders of any share, any one of them may give an effective
                                         receipt for any dividend, bonus or other money payable in respect of the share.



 


PART
17 

AUDITOR


 


Remuneration


 


	17.1	The
                                         directors may set the remuneration of any auditor of the Company.



 


PART
18 

EXECUTION OF INSTRUMENTS


 


Authority
to Execute Instruments


 


	18.1	The
                                         following persons have authority to execute and deliver and certify documents on behalf
                                         of the Company:



 


		(a)	such
                                         director, officer or other person(s) as are prescribed by resolution of the board; or



 


		(b)	any
                                         one director or officer.






    - 20 -


     


    

Seal


 


	18.2	The
                                         Company’s seal, if any, shall not be impressed on any record except when that impression
                                         is attested by the signature or signatures of:



 


		(a)	any
                                         two directors;



 


		(b)	any
                                         officer, together with any director;



 


		(c)	if
                                         there is only one director, that director; or



 


		(d)	any
                                         one or more directors or officers or persons as may be determined by resolution of the
                                         directors.



 


Certified
Copies


 


	18.3	For
                                         the purpose of certifying under seal a true copy of any resolution or other document,
                                         the seal shall be impressed on that copy and, notwithstanding Article 18.2, may be attested
                                         by the signature of any director or officer.



 


PART
19 

NOTICES


 


Notice
to Joint Shareholders


 


	19.1	A
                                         notice, statement, report or other record may be provided by the Company to the joint
                                         shareholders of a share by providing the notice to the joint shareholder whose name stands
                                         first on the central securities register in respect of the share.



 


Trustees


 


	19.2	If
                                         a person becomes entitled to a share as a result of the death, bankruptcy or incapacity
                                         of a shareholder, the Company may provide a notice, statement, report or other record
                                         to that person by:



 


		(a)	mailing
                                         the record, addressed to that person:



 


		(i)	by
                                         name, by the title of representative of the deceased or incapacitated shareholder, by
                                         the title of trustee of the bankrupt shareholder or by any similar description; and



 


		(ii)	at
                                         the address, if any, supplied to the Company for that purpose by the person claiming
                                         to be so entitled; or



 


		(b)	if
                                         an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.







    - 21 -


     


    

PART
20 

GAMING & REGULATORY COMPLIANCE


 


20.1       For
the purpose of these Articles:


 


		(a)	“Gaming
                                         Authority” means any Governmental Authority with regulatory, licensing or permitting
                                         authority or jurisdiction over Gaming conducted or proposed to be conducted by the Company
                                         or any of its affiliates in any jurisdiction.



 


		(b)	“Gaming”
                                         means the conduct of any gaming, gambling, or related activities, including: (i) the
                                         conduct of internet gaming, sports wagering, lottery, pari mutuel wagering or video gaming
                                         activities (including the operation of related platforms and the provision of software),
                                         (ii) the use, manufacture, sale or distribution of gaming devices, ticket technology,
                                         casino cage and casino credit equipment and services, and any related and associated
                                         equipment and services, and (iii) the provision of any type of services or equipment
                                         pursuant to a contract, agreement, relationship or otherwise with any holder or beneficiary
                                         of a Gaming License.



 


		(c)	“Gaming
                                         Laws” means all applicable provisions of all: (i) constitutions, treaties,
                                         statutes, compacts or laws governing Gaming and rules, regulations, codes and ordinances
                                         of Gaming Authorities and all administrative or judicial orders or decrees or other laws
                                         pursuant to which any Gaming Authority possesses regulatory, licensing or permitting
                                         authority over Gaming activities conducted by the Company or any of its affiliates, within
                                         its jurisdiction; (ii) orders, decisions, determinations, interpretations, judgments,
                                         awards, decrees, approvals, consents and waivers of any Gaming Authority; and (iii) operating
                                         or service agreements with any agency, corporation or other body responsible for the
                                         conduct and management of Gaming on behalf of any Governmental Authority, including all
                                         amendments thereto.



 


		(d)	“Gaming
                                         Licenses” means all licenses, permits, approvals, orders, authorizations, registrations,
                                         findings of suitability, franchises, exemptions, waivers and entitlements issued by a
                                         Gaming Authority required for, or relating to, the conduct of Gaming.



 


		(e)	“Governmental
                                         Authority” means any nation or government (including tribal governments), any
                                         state, province, territory, city, municipal entity or other political subdivision thereof,
                                         and any governmental, executive, legislative, judicial, administrative or regulatory
                                         agency, department, authority, instrumentality, commission, board, bureau or similar
                                         body, whether federal, state, provincial, territorial, local, tribal or foreign.



 


		(f)	“including”
                                         means including without limiting the generality of the foregoing.



 


		(g)	“Notice”
                                         has the meaning ascribed thereto in Article 20.4.






    - 22 -


     


    

		(h)	“ownership”,
                                         “ownership interest” (and derivatives thereof) means (a) legal ownership
                                         as evidenced in the Company’s central securities share register, (b) beneficial
                                         ownership pursuant to the definition of “beneficially own” in Part 1 of the
                                         Business Corporations Act (British Columbia), as the same may be amended from
                                         time to time, (c) the power to exercise, directly or indirectly, control or direction
                                         over a Security or (d) such other meaning of ownership, ownership interest, beneficial
                                         interest or beneficial ownership pursuant to the Gaming Laws or as may be defined, determined
                                         or interpreted by a Gaming Authority.



 


		(i)	“Repurchase
                                         Date” means the date on which the Company will repurchase and pay for the Securities
                                         pursuant to Article 20.7. The Repurchase Date will not be less than thirty (30) days
                                         following the date of the Notice unless a Gaming Authority requires that the Securities
                                         be repurchased as of an earlier date, in which case, the Repurchase Date will be such
                                         earlier date.



 


		(j)	“Repurchase
                                         Price” has the meaning ascribed thereto in Article 20.7(a)(ii).



 


		(k)	“Securities”
                                         means any shares, warrants or other instruments that represent a share in or a right
                                         to acquire a share in the equity of the Company.



 


		(l)	“Special
                                         Trustee” means the person appointed to act as trustee for the benefit of a Special Voting Shareholder following an order by a Gaming Authority pursuant to Article 20.7(c) to sell or otherwise dispose of some or all of the Special Voting Shareholder Securities following the occurrence of a Triggering Event by a Special Voting Shareholder, whose appointment is mutually agreed upon by the relevant Gaming Authority, the board and the Special Voting Shareholder, provided that if no agreement can be reached within 30 days of receipt by the Special Voting Shareholder of the order, the board may select a voting trustee acceptable to the Gaming Authority.




  


		(m)	“Special
                                         Voting Shareholder” means any holder of Special Voting Shares.



 


		(n)	“Special
                                         Voting Shareholder Securities” means all of the Securities of any class held
                                         by a Special Voting Shareholder.



 


		(o)	“Special
                                         Voting Shares” means the outstanding Special Voting Shares of the Company.



 


		(p)	“Subject
                                         Securityholder” means any person, group of persons acting in concert, or group
                                         of persons who, in the reasonable opinion of the board, are acting jointly or in concert,
                                         that hold, acquire or propose to acquire Securities.



 


		(q)	“Triggering
                                         Event” means the occurrence of any of the following:



 


		(i)	the
                                         Company becomes aware that a Subject Securityholder has contravened, or may in the reasonable
                                         opinion of the board contravene, Article 20.2;






    - 23 -


     


    

		(ii)	the
                                         ownership of Securities by a Subject Securityholder is, or may in the reasonable opinion
                                         of the board be, inconsistent with Gaming Laws;



 


		(iii)	the
                                         ownership of the Securities by the Subject Securityholder jeopardizes, or may in the
                                         reasonable opinion of the board be expected to jeopardize, the ability of the Company
                                         or any of its affiliates to maintain or obtain a Gaming License or cause or otherwise
                                         result in the imposition of materially burdensome or unacceptable terms or conditions
                                         on any Gaming License, or in the imposition of material fines, penalties or other liabilities
                                         on the Company or any of its affiliates;



 


		(iv)	a
                                         Subject Securityholder, who is requested or required pursuant to any Gaming Law to appear
                                         before, or submit to the jurisdiction of, or file an application with, or provide information
                                         to, any Gaming Authority and either refuses to do so or otherwise fails to comply with
                                         such request or requirement within a reasonable period of time; or



 


		(v)	a
                                         Subject Securityholder is determined or shall have been determined by a Gaming Authority
                                         not to be suitable or qualified with respect to owning or controlling Securities of the
                                         Company or one of its affiliates.



 


		(r)	“Valuation
                                         Opinion” means a written valuation and fairness opinion, obtained by the Company,
                                         at its expense, from an investment banking firm of nationally recognized standing in
                                         Canada or the United States (qualified to perform such task and which is disinterested
                                         in the contemplated repurchase and has not in the then past two years provided services
                                         for a fee to the Company or its affiliates) as to the value of the Securities to be repurchased
                                         or sold, as applicable (including taking into account the percentage of the total outstanding
                                         Securities, the total voting interest represented by the Securities and the special rights
                                         and restrictions attached to the Securities being repurchased or sold) as of a date not
                                         more than thirty (30) days prior to the date of the Notice.



 


		20.2	No
Subject Securityholder shall acquire or dispose of, directly or indirectly, in one or more transactions, 5% (or such other greater
or lesser threshold, or additional threshold or thresholds, as may be established by a Gaming Authority from time to time) or
more, of any class of outstanding Securities without providing advance written notice to the Company and receiving the advance
approval of the Company and the Gaming Authorities.



 


		20.3	Article
20.2 shall not apply to the ownership, acquisition or disposition of Securities as a result of:



 


		(a)	an
                                         acquisition by one or more underwriters or portfolio managers who own Securities for
                                         the purposes of distribution to the public or for the benefit of a third party provided
                                         that such third party is in compliance with Article 20.2; and



 


		(b)	Securities
                                         held by a person who provides centralized facilities for the clearing of trades in Securities
                                         and is acting solely as an intermediary of the payment of funds or the delivery of Securities,
                                         however, such person may still be subject to Gaming Laws imposed by Gaming Authorities.






    - 24 -


     


    

	20.4	Upon
                                         the occurrence of a Triggering Event, the Company shall, subject to compliance with applicable
                                         Gaming Laws, give the Subject Securityholder notice in writing (the “Notice”)
                                         setting out:



 


		(a)	that
                                         the Subject Securityholder has caused a Triggering Event;



 


		(b)	that
                                         the Subject Securityholder shall forthwith rectify the Triggering Event; and



 


		(c)	that
                                         the Company may take action as contemplated by Articles 20.5, 20.6 and 20.7 without further
                                         notice to the Subject Securityholder.



 


	20.5	Upon
                                         the occurrence of a Triggering Event, the Company shall be entitled to immediately take,
                                         without prior notice to the Subject Securityholder, any of the following actions:



 


		(a)	not
                                         issue any Securities to the Subject Securityholder;



 


		(b)	place
                                         a stop transfer on any and all Securities owned by the Subject Securityholder;



 


		(c)	suspend
                                         all voting, interest, convertible, dividend and other distribution rights, on all or
                                         any of the Securities owned by the Subject Securityholder;



 


		(d)	apply
                                         to a court of competent jurisdiction, seeking an injunction to prevent a breach or continuing
                                         breach of such provisions or Gaming Laws by the Subject Securityholder or for an order
                                         directing that the number of Securities giving rise to the breach of such provisions
                                         or Gaming Laws by such Subject Securityholder be sold or otherwise disposed of in a manner
                                         that the Court may deem appropriate;



 


		(e)	apply
                                         to the Ontario Securities Commission, its successors or assigns, or such other Governmental
                                         Authority having jurisdiction over the affairs of the Company, to effect a cease trading
                                         order or such similar restriction against the Subject Securityholder until such time
                                         as the Subject Securityholder complies with such provisions or Gaming Laws; and



 


		(f)	any
                                         further actions as are necessary to comply with Gaming Laws.



 


	20.6	Upon
                                         the giving of the Notice to the Subject Securityholder, the Subject Securityholder shall,
                                         within 30 days of the date of the Notice, or such shorter period as may be required by
                                         applicable Gaming Laws, dispose of or otherwise transfer, subject to compliance with
                                         the applicable Gaming Laws, that number of Securities giving rise to the Triggering Event,
                                         or deposit in escrow with the Company, that number of Securities giving rise to the Triggering
                                         Event, to be held by the Company until such time as the Subject Securityholder’s
                                         ownership of the Securities no longer constitutes a Triggering Event.






    - 25 -


     


    

	20.7	If
                                         the Company:



 


		(a)	is
                                         holding Securities in escrow pursuant to Article 20.6 above for a Subject Securityholder
                                         that is not a Special Voting Shareholder and the Triggering Event has not been rectified
                                         or otherwise continues to exist, the Company may, subject to Gaming Laws:



 


		(i)	sell
                                         all or a portion of the Securities held in escrow through the facilities of the TSX Venture
                                         Exchange, the Toronto Stock Exchange or such other exchange, market or quotation system
                                         upon which the Company’s Securities may be listed or quoted from time to time and
                                         distribute the proceeds of such sales to the Subject Securityholder; or



 


		(ii)	repurchase,
                                         for cancellation, the Securities on the Repurchase Date, at a price (the “Repurchase
                                         Price”) as determined in a Valuation Opinion, payable to the Subject Securityholder
                                         in cash, by the issuance of a promissory note or a combination thereof; or



 


		(b)	does
                                         not receive the Securities in escrow and the Subject Securityholder that is not a Special
                                         Voting Shareholder has not complied with Article 20.6 above, and the Triggering Event
                                         has not been rectified or otherwise continues to exist, the Company may repurchase, for
                                         cancellation, the Securities on the Repurchase Date, at the Repurchase Price in accordance
                                         with Article 20.7(a)(ii).



 


		(c)	Notwithstanding
                                         Articles 20.7(a) and (b) , if a Special Voting Shareholder is subject to a Triggering
                                         Event and such Triggering Event has not been rectified or otherwise continues to exist
                                         after the expiry of the 30 day period following delivery of the Notice, the Company (through
                                         the disinterested members of the board) shall be entitled to exercise control and direction
                                         over the Special Voting Shareholder Securities in question as trustee for the benefit
                                         of a Special Voting Shareholder (including exercising voting rights associated with such
                                         Special Voting Shareholder Securities, but, for the avoidance of doubt, not the power
                                         and authority to dispose of or otherwise transfer the Special Voting Shareholder Securities
                                         or to convert the Special Voting Shares in accordance with Article 22.5), until such
                                         time as the Triggering Event has been rectified or ceases to exist, and such right of
                                         the Company shall apply whether or not such Special Voting Shareholder has transferred
                                         such Special Voting Shareholder Securities subject to the Triggering Event to the Company
                                         in accordance with Article 20.6. If a Gaming Authority orders that the Special Voting
                                         Shareholder Securities be sold or otherwise disposed of, a Special Trustee may be appointed
                                         who would have the authority to dispose of or transfer all but not less than all of the
                                         Special Voting Shareholder Securities, provided that the Special Trustee may only do
                                         so (A) at a price that is not less than the value of the Special Voting Shareholder Securities
                                         determined pursuant to a Valuation Opinion, (B) for cash proceeds, and (C) in compliance
                                         with Gaming Laws. For the avoidance of doubt, in the event that the Special Voting Shareholder
                                         Securities are registered in the name of a trustee, including the Special Trustee, and
                                         prior to completion of any sale, the Triggering Event ceases to exist for any reason,
                                         the Special Voting Shareholder Securities shall be returned to the Special Voting Shareholder
                                         and reregistered in its name, and the trustee, including the Special Trustee, shall cease
                                         to have any rights or responsibilities with respect thereto.






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	20.8	At
                                         the request of the Company, a Subject Securityholder owning, or proposing to acquire
                                         or own Securities, must deliver forthwith to the Company, a certificate of compliance
                                         in a form prescribed by the Company (a “Certificate of Compliance”)
                                         certifying that no Triggering Event has occurred or may occur by the acquisition of Securities
                                         by the Subject Securityholder.



 


	20.9	If
                                         a Subject Securityholder fails to provide a Certificate of Compliance within the time
                                         period prescribed by the Company in the request, the Company may deem a Triggering Event
                                         to have occurred and exercise all rights afforded by these Articles with respect to such
                                         a non-compliant Subject Securityholder.



 


	20.10	The
                                         directors, officers, employees and agents of the Company shall be entitled to rely on
                                         the Certificate of Compliance and shall be exempt from liability for any action taken
                                         or not taken in reliance upon such Certificate of Compliance. The Company shall not consider
                                         giving effect to any transaction with respect to the issuance, transfer of Securities
                                         or otherwise deal with Securities owned by the Subject Securityholder, until a Certificate
                                         of Compliance is received and the Company is reasonably satisfied that no Triggering
                                         Event exists or will occur.



 


	20.11	Failure
                                         of the Subject Securityholder to receive written notice under these Articles after the
                                         Company has made reasonable efforts to provide such notice shall not preclude the Company
                                         from exercising its rights under these Articles.



 


	20.12	The
                                         Company’s rights and remedies under these Articles are cumulative and are in addition
                                         to, and not in substitution for, any other rights and remedies available at law or in
                                         equity or otherwise. No single or partial exercise by the Company of any right or remedy
                                         precludes or otherwise affects the exercise of any other right or remedy to which the
                                         Company may be entitled.



 


PART
21

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERENCE SHARES 


 


	21.1	The
                                         Preference Shares without par value in the authorized share structure of the Company
                                         (the “Preference Shares”) have attached to them the special rights
                                         and restrictions set out in this PART 21.



 


Directors’
Right to Issue in One or More Series


 


	21.2	The
                                         Preference Shares may at any time or from time to time be issued in one or more series,
                                         each series to consist of such number of shares as may, before the issue thereof, be
                                         determined by resolution of the board, provided that any such resolution shall have been
                                         approved by all directors elected by the holders of Special Voting Shares pursuant to
                                         Article 22.4.






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Directors
to Fix Terms of Each Series


 


	21.3	Subject
                                         as hereinafter provided, the directors shall by resolution fix from time to time before
                                         the issue thereof the designation of, and the special rights and restrictions attaching
                                         to, the Preference Shares of each series including, without limiting the generality of
                                         the foregoing, the rate or amount of dividends or the method of calculating dividends,
                                         the dates of payment thereof, the redemption and/or purchase prices and terms and conditions
                                         of redemption and/or purchase, the rights of holders on liquidation, dissolution or winding-up,
                                         any voting rights, any conversion rights and any sinking fund or other provisions, the
                                         whole to be subject to the filing of a notice of alteration or such other document as
                                         may be prescribed by law setting forth the designation of, and the special rights and
                                         restrictions attaching to, the Preference Shares of such series.



 


Ranking
of Preference Shares


 


	21.4	The
                                         Preference Shares of each series shall, with respect to the payment of dividends and
                                         the distribution of assets in the event of liquidation, dissolution or winding-up of
                                         the Company, whether voluntary or involuntary, or any other distribution of the assets
                                         of the Company among its shareholders for the purpose of winding up its affairs, rank
                                         on a parity with the Preference Shares of every other series and be entitled to preference
                                         over the Special Voting Shares, the Class A Subordinate Voting Shares and any other shares
                                         of the Company ranking junior to the Preference Shares.



 


Voting
Rights


 


	21.5	The
                                         holders of the Preference Shares as such shall not be entitled to receive notice of or
                                         to attend or to vote at any meeting of the shareholders of the Company, provided that
                                         the share rights attaching to one or more series of Preference Shares may provide that
                                         in the event that the Company has failed to pay dividends prescribed in such series share
                                         rights for the period of time fixed by the directors in such series share rights and
                                         until such time as all arrears of such dividends on such shares have been paid, the holders
                                         of such shares will be entitled to receive notice of and to attend any meeting of the
                                         shareholders called for the purpose of electing directors and will be entitled, voting
                                         separately thereat as a class together with holders of any other series of Preference
                                         Shares who have similar voting rights upon a failure to pay dividends, to collectively,
                                         elect one director of the Company in addition to the directors which the holders of Special
                                         Voting Shares and of Class A Subordinate Voting Shares are entitled to elect.



 


PART
22 

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO SPECIAL VOTING SHARES


 


	22.1	The
                                         Special Voting Shares without par value in the authorized share structure of the Company
                                         (the “Special Voting Shares”) have attached to them the special rights
                                         and restrictions set out in this PART 22.






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Definitions


 


	22.2	In
                                         this PART 22,



 


“Class
A Subordinate Voting Share Reorganization” means any:


 


		(a)	subdivision,
                                         redivision or change of the outstanding Class A Subordinate Voting Shares into a greater
                                         number of Class A Subordinate Voting Shares,



 


		(b)	reduction,
                                         combination, consolidation or change of the outstanding Class A Subordinate Voting Shares
                                         into a lesser number of Class A Subordinate Voting Shares, or



 


		(c)	issuance
                                         of Class A Subordinate Voting Shares (or securities, including debt, of the Company convertible
                                         into or exchangeable for Class A Subordinate Voting Shares or rights, options or warrants
                                         to acquire Class A Subordinate Voting Shares) to the holders of all or substantially
                                         all of the then outstanding Class A Subordinate Voting Shares by way of stock dividend
                                         or other distribution.



 


Voting
Rights


 


	22.3	The
                                         holders of Special Voting Shares shall be entitled to receive notice of and to attend
                                         and to vote at any meeting of the shareholders of the Company, other than any meeting
                                         of holders of a particular class of shares other than the Special Voting Shares who are
                                         entitled to vote separately as a class at such meeting, and are entitled to one vote
                                         for each share held. Each Special Voting Share shall have attached thereto one vote at
                                         any meeting of holders of Special Voting Shares at which such holders are entitled to
                                         vote separately as a class.



 


	22.4	If
                                         any Special Voting Shares are outstanding, the Special Voting Shares, at any time and
                                         from time to time, voting separately as a class, shall have attached thereto the right
                                         to elect that number of members of the board of directors of the Company that is equal
                                         to the sum of (i) the number of members of the board that would constitute a majority
                                         of the authorized number of directors of the Company (after deducting one from such authorized
                                         number if the holders of the Preference Shares are collectively entitled to elect one
                                         director of the Company pursuant to Article 21.5) plus (ii) two, subject to the right
                                         of the holders of Class A Subordinate Voting Shares to elect at least two members of
                                         the board of directors.






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Right
to Convert Special Voting Shares


 


	22.5	Each
                                         outstanding Special Voting Share shall be convertible into one Class A Subordinate Voting
                                         Share at the option of the holder at any time and from time to time. To exercise such
                                         conversion right a shareholder or the shareholder’s attorney duly authorized in
                                         writing shall:



 


		(a)	give
                                         written notice to the Company’s transfer agent of the exercise of such right and
                                         of the number of Special Voting Shares in respect of which the right is being exercised;



 


		(b)	deliver
                                         to the Company’s transfer agent the share certificate or certificates representing
                                         the Special Voting Shares in respect of which the right is being exercised, and



 


		(c)	pay
                                         any governmental or other tax imposed on or in respect of such conversion.



 


	22.6	Upon
                                         the conversion of any Special Voting Shares to Class A Subordinate Voting Shares and
                                         the surrender to the Company of the share certificates representing the converted Special
                                         Voting Shares, the Company shall issue certificates representing fully paid Class A Subordinate
                                         Voting Shares upon the basis prescribed above. If the conversion right is exercised in
                                         respect of less than all of the Special Voting Shares represented by any share certificate,
                                         the holder shall also be entitled to receive a new share certificate representing the
                                         number of Special Voting Shares in respect of which the conversion right is not being
                                         exercised.



 


	22.7	All
                                         Class A Subordinate Voting Shares resulting from any conversion of Special Voting Shares
                                         as provided above shall be deemed to be fully paid and non-assessable.



 


Class
A Subordinate Voting Share Reorganization


 


	22.8	No
                                         Class A Subordinate Voting Share Reorganization shall be made by the Company unless,
                                         contemporaneously therewith, a reorganization with a proportionate outcome is effected
                                         in respect of the Special Voting Shares outstanding.



 


Dividends


 


	22.9	The
                                         holders of the Special Voting Shares shall be entitled to receive, subject to the prior
                                         rights of the holders of Preference Shares, and pari passu with the holders of the Class
                                         A Subordinate Voting Shares, any dividend declared by the directors on the Class A Subordinate
                                         Voting Shares.



 


Liquidation,
Dissolution or Winding-up


 


	22.10	Subject
                                         to the rights of the holders of shares ranking prior to or on a parity with the Special
                                         Voting Shares, the holders of Special Voting Shares shall be entitled to receive, pari
                                         passu with the holders of the Class A Subordinate Voting Shares, the remaining property
                                         of the Company in the event of any liquidation, dissolution or winding-up of the Company,
                                         whether voluntary or involuntary, or other distribution of the assets of the Company
                                         among its shareholders for the purpose of winding-up its affairs.






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PART
23 

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO CLASS A SUBORDINATE VOTING SHARES


 


	23.1	The
                                         Class A Subordinate Voting Shares without par value in the authorized share structure
                                         of the Company (the “Class A Subordinate Voting Shares”) have attached
                                         to them the special rights and restrictions set out in this PART 23.



 


Voting
Rights


 


	23.2	The
                                         holders of Class A Subordinate Voting Shares shall be entitled to receive notice of and
                                         to attend and to vote at any meeting of the shareholders of the Company, other than any
                                         meeting of holders of a particular class of shares other than Class A Subordinate Voting
                                         Shares who are entitled to vote separately as a class at such meeting, and are entitled
                                         thereat to one vote for each share held. Each Class A Subordinate Voting Share shall
                                         have attached thereto one vote at any meeting of holders of Class A Subordinate Voting
                                         Shares at which such holders are entitled to vote separately as a class.



 


	23.3	If
                                         there are any Special Voting Shares outstanding, the Class A Subordinate Voting Shares,
                                         at any time and from time to time, shall have attached thereto the right to elect that
                                         number of members of the board of directors of the Company that is not elected by the
                                         holders of the Special Voting Shares (other than the director, if any, that holders of
                                         the Preference Shares are collectively entitled to elect pursuant to Article 21.5), provided
                                         that at no time will the number of directors to be elected by the holders of the Class
                                         A Subordinate Voting Shares be less than two directors. If there are no Special Voting
                                         Shares outstanding, the Class A Subordinate Voting Shares shall have the right to elect
                                         all members of the board of directors of the Company (other than the director, if any,
                                         that holders of the Preference Shares are collectively entitled to elect pursuant to
                                         Article 21.5).



 


Dividends


 


	23.4	The
                                         holders of the Class A Subordinate Voting Shares shall be entitled to receive, subject
                                         to the prior rights of the holders of the Preference Shares and to the pari passu rights
                                         of the holders of the Special Voting Shares, any dividend declared by the directors on
                                         the Class A Subordinate Voting Shares.






    - 31 -


     


    

Liquidation,
Dissolution, or Winding-up


 


	23.5	Subject
                                         to the rights of the holders of shares ranking prior to or on a parity with the Class
                                         A Subordinate Voting Shares, the holders of the Class A Subordinate Voting Shares shall
                                         be entitled to receive pari passu with the holders of the Special Voting Shares, the
                                         remaining property of the Company in the event of any liquidation, dissolution or winding-up
                                         of the Company, whether voluntary or involuntary, or other distribution of the assets
                                         of the Company among its shareholders for the purpose of winding-up its affairs.



 


	DATED:
    August 29, 2019.	 
	 	 
	/s/
    Benjamin Levy	 
	Signature
    of Director	 
	Name
    of Director:	Benjamin
    Levy	 




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