Exhibit
4.4 





-
1 -


 


SCORE
MEDIA AND GAMING INC. 


 


AMENDED
AND RESTATED EMPLOYEE SHARE PURCHASE PLAN 


 


Last
Update: November 25, 2020 


 


Article
1 - Purpose 


 


1.1
        The purpose of this Plan is to provide Employees with an opportunity to participate
in the ownership of the Company on an ongoing basis through purchases of Equity Shares using Personal Contributions made by the
Employees and Company Contributions made by the Company (or any Participating Subsidiary). This Plan is established effective
October 19, 2012, as updated from time to time. Capitalized terms used in this Section 1.1 and throughout this document have the
meanings given to such terms in Section 2.1.


 


Article
2 - Definition 


 


2.1
        In this Plan, unless the context otherwise requires: 


 


		(a)	“Administrative
                                         Agent” means Computershare Trust Company of Canada or such other service provider
                                         as may from time to time be appointed by the Company and with whom the Company enters
                                         into a services agreement with respect thereto; 



 


		(b)	“Board”
                                         means the board of directors of the Company; 



 


		(c)	“Business
                                         Day” means a day on which chartered banks in Canada are open for business in
                                         Toronto, Ontario; 



 


		(d)	“Company”
                                         means Score Media and Gaming Inc. and its successors; 



 


		(e)	“Company
                                         Contributions” means contributions made by the Company or any Participating
                                         Subsidiary to the Plan; 



 


		(f)	“Consultant”
                                         means a person, other than an employee, executive officer, or director of the Company
                                         or any Participating Subsidiary, that (i) is engaged to provide services to the Company
                                         or a Participating Subsidiary, (ii) provides the services under a written contract with
                                         the Company or a Participating Subsidiary, and (iii) spends or will spend a significant
                                         amount of time and attention on the affairs and business of the Company or a Participating
                                         Subsidiary, and includes (x) for an individual consultant, a corporation of which the
                                         individual consultant is an employee or shareholder, and a partnership of which the individual
                                         consultant is an employee or partner, and (y) for a consultant that is not an individual,
                                         an employee, executive officer, or director of the consultant, provided that the individual
                                         employee, executive officer, or director spends or will spend a significant amount of
                                         time and attention on the affairs and business of the Company or a Participating Subsidiary;
                                         



 


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		(g)	“Contribution
                                         Period” means the period beginning on any Pay Day and ending on the day previous
                                         to the next Pay Day; 



 


		(h)	“Contribution
                                         Rate” of a Participant means the percentage of Eligible Earnings of such Participant
                                         to be contributed to the Plan in accordance with Section 5.1 or 5.2; 



 


		(i)	“Eligible
                                         Earnings” means, in respect of (i) an Employee (other than a Non-Employee Board
                                         Member or a Consultant), the Employee’s regular bi-monthly gross salary but does
                                         not include any overtime remuneration or taxable benefits or any bonuses, (ii) a Non-Employee
                                         Board Member, the fees paid (to a maximum of $2,500 in any Plan Year) to such person
                                         as compensation for serving in that capacity, and (iii) a Consultant, the fees paid to
                                         such person for providing services to the Company or a Participating Subsidiary; 



 


		(j)	“Employee”
                                         means an officer of the Company, a Non-Employee Board Member, a Consultant, a regular
                                         full-time employee of the Company or a Subsidiary, a part-time employee of the Company
                                         or a Subsidiary who works a minimum of 25 hours per week and may, at the discretion of
                                         the Company or the relevant Subsidiary (subject to Article 12 and Article 13), include
                                         an employee who is on long-term or short-term disability leave (including any period
                                         of rehabilitation), maternity or parental leave or other leave of absence from the Company
                                         or the relevant Subsidiary, but does not include a temporary full-time or part-time employee
                                         of the Company or a Subsidiary, a part-time employee of the Company or a Subsidiary who
                                         works less than 25 hours per week; 



 


		(k)	“Equity
                                         Shares” means Class A Subordinate Voting Shares of the Company; 



 


		(l)	“IFRS”
                                         means the International Financial Reporting Standards as announced by the International
                                         Accounting Standards Board; 



  


		(m)	“Maximum
                                         Annual Company Contribution” has the meaning ascribed thereto in Section 7.1;



 


		(n)	“Non-Employee
                                         Board Member” means a member of the Board or the board of directors of a Subsidiary
                                         who is not also a regular full-time employee of the Company or the relevant Subsidiary;
                                         



 


		(o)	“Participant”
                                         means an Employee who has enrolled in the Plan and who has not terminated his or her
                                         participation in the Plan, all in accordance with the provisions hereof and includes,
                                         as applicable, any U.S. Participants; 



 


		(p)	“Participating
                                         Subsidiary” means any Subsidiary that at the request of the Company participates
                                         in this Plan and makes Company Contributions in respect of its Employees; 



 


		(q)	“Pay
                                         Day” means, in respect of (i) an Employee (other than a Non-Employee Board
                                         Member or a Consultant), the bi-monthly date upon which the Employee is paid his or her
                                         Eligible Earnings by the Company or the relevant Subsidiary, being the 15th
                                         and 30th day of each month, and (ii) a Non-Employee Board Member or Consultant,
                                         the date on which such person is paid his or her Eligible Earnings by the Company or
                                         the relevant Subsidiary; 



 


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		(r)	“Personal
                                         Account” means any account maintained for record keeping purposes by the Administrative
                                         Agent in the name of a Participant for Personal Contributions made by such Participant
                                         and Company Contributions allocated to such Participant, Equity Shares (vested and unvested)
                                         purchased therewith and income earned thereon, any other funds belonging to such Participant;
                                         



 


		(s)	“Personal
                                         Contributions” means the cash contributions made by a Participant under this
                                         Plan; 



 


		(t)	“Plan”
                                         means this Amended and Restated Employee Share Purchase Plan and Appendix A, as they
                                         may be amended from time to time; 



 


		(u)	“Plan
                                         Year” means any year during which the Plan is in force, which year will be
                                         deemed to commence on March 1 in each calendar year and terminate on February 28 of the
                                         following calendar year; 



 


		(v)	“Post-Suspension/Termination
                                         Waiting Period” means, in respect of any Participant whose participation in
                                         the Plan was suspended or terminated and who subsequently resumes participation in the
                                         Plan or re-enters the Plan, as the case may be, continuous enrolment in the Plan again
                                         without suspension or termination for one year following such resumption or re-entry;
                                         



 


		(w)	“Purchase
                                         Date” means any date on which the Administrative Agent purchases Equity Shares
                                         under this Plan;



 


		(x)	“Regulation
                                         S” means, Regulation S promulgated under the United States Securities Act
                                         of 1933, as amended;



 


		(y)	“Subsidiary”
                                         means any subsidiary of the Company within the meaning of the National Instrument 45-106
                                         – Prospectus Exemptions; 



 


		(z)	“Suspension
                                         Date” has the meaning set out in Section 11.1; 



 


		(aa)	“U.S.
                                         Participant” means an Employee (other than a Consultant) that is a resident
                                         of the United States or is otherwise subject to United States securities laws and who
                                         is enrolled in the Plan and who has not terminated his or her participation in the Plan,
                                         all in accordance with the provisions hereof and subject to Appendix A hereto;



 


		(bb)	“United
                                         States” means the United States of America, its territories and possessions,
                                         any State of the United States, and the District of Columbia; and



 


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		(cc)	“Withdrawal
                                         Date” has the meaning set out in Section 10.2.



 


2.2
        Unless the context otherwise requires, words importing the singular include the plural
and vice versa and words importing a male person include a female person and a corporation and other bodies corporate. 


 


2.3
        The division of the Plan into Articles and Sections is for convenience of reference
only and does not affect the construction or interpretation of the Plan. The terms “hereof”, “hereunder”
and similar expressions refer to the Plan and not to any particular Article, Section or other portion hereof. Unless something
in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections
of the Plan. 


 


2.4
        The Plan with respect to U.S. Participants is subject to the terms contained herein
and the terms set forth in Appendix A. 


 


Article
3 - Eligibility 


 


3.1
        Any Employee, unless excluded from participation in the Plan by the Company, may become
a Participant or if applicable, a U.S. Participant, at any time with effect from the Pay Day next following March 1, June 1, September
1, or December 1 in any Plan Year. For greater clarity, any person resident in the United States or otherwise subject to United
States securities laws will be excluded from participation unless they qualify as a U.S. Participant.


 


Article
4 - Enrolment in the Plan 


 


4.1
        To enroll in the Plan, an Employee must, at least 15 days before the Pay Day next following
March 1, June 1, September 1, or December 1 in any Plan Year on which Personal Contributions are to begin, complete and submit
to the Human Resources Department of the Company, the appropriate enrolment form (a) authorizing the Company or the relevant Subsidiary
to deduct from the Employee’s Eligible Earnings the amount designated by the Employee in accordance with Section 5.1 until
such authorization shall be revised, revoked or terminated, and (b) pursuant to which the Employee shall agree to the terms and
conditions of the Plan. 


 


4.2
        All funds and Equity Shares purchased with Personal Contributions, Company Contributions
and income therefrom held by the Administrative Agent pursuant to the Plan shall be held in its capacity as custodian in segregated
accounts for the individual Participants. A Participant shall be the beneficial owner of all vested Equity Shares purchased on
his or her behalf by the Administrative Agent with Personal Contributions and Company Contributions. 


 


Article
5 - Personal Contributions 


 


5.1
        A Participant who has elected to make Personal Contributions and has not suspended contributions
shall make Personal Contributions to the Plan of not less than 1% and not more than 5% of his or her Eligible Earnings (the “Contribution
Rate”), as specified by the Participant in his or her enrolment form or in any written notice provided by the Participant
pursuant to Section 5.3 (or, in the case of a Non- Employee Board Member, $2,500). The Company or the relevant Subsidiary shall
deduct on each Pay Day from each Participant’s net pay the amount of that Participant’s Personal Contributions and hold such amount
as custodian for the benefit of the Participant until paid over to the Administrative Agent pursuant to Section 6.2.




 


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5.2
        For a U.S. Participant, the Participant’s Personal Contributions are subject to
the contribution limits set forth in Sections 1.1 and 1.2 of Appendix A. 


 


5.3
        A Participant may change the amount of his or her Personal Contributions only once in
a Plan Year (unless the Company otherwise agrees) by giving written notice of the change to the Company, using the appropriate
Company form, prior to February 15 in any Plan Year, which change will be effective commencing on the Pay Day next following March
1 of the next Plan Year. 


 


Article
6 - Personal Accounts and Personal Contributions 


 


6.1
        The Administrative Agent shall establish a Personal Account for each Participant and,
if requested in writing by the Participant a second Personal Account designated as an RRSP account, and shall record in each Personal
Account the amount of all Personal Contributions made by the Participant and the amount of all Company Contributions allocated
to the Participant and the number of Equity Shares purchased by the Administrative Agent for that Personal Account with such Personal
Contributions and Company Contributions. 


 


6.2
        On the Business Day following each Pay Day, the Company shall deposit with the Administrative
Agent the aggregate amount of all Personal Contributions deducted by the Company and the Subsidiaries pursuant to Section 5.1
on the immediately preceding Pay Day, and shall advise the Administrative Agent of the respective Personal Contributions received
from each Participant. 


 


6.3
        The Administrative Agent shall allocate and record in each Participant’s Personal
Account the amount of that Participant’s Personal Contributions upon receipt of such amounts and advice from the Company as to
amount thereof to be allocated and recorded in each Participant’s Personal Account. With respect to U.S. Participants, this
Section 6.3 is subject to the contribution limits set forth in Sections 1.1 and 1.2 of Appendix A. 


 


6.4
        Participants may, by written notice to the Company, allocate any portion of their Personal
Contributions and/or their Company Contributions to their Personal Account designated as an RRSP account. Participants will be
responsible by ensuring compliance with all contribution limit rules applicable to the RRSP accounts and neither the Company nor
the Administrative Agent shall have any responsibility or liability with respect to compliance with or monitoring of such rules.



 


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Article
7 - Company Contributions 


 


7.1
        The maximum aggregate amount of Company Contributions that a Participant is entitled
to receive in any Plan Year in which the Participant made a Personal Contribution is an amount equal to 5% of such Participant’s
Eligible Earnings for such year (or, in the case of a Non-Employee Board Member, $2,500) (the “Maximum Annual Company
Contribution”). The Company (for the benefit of its own Employees and as agent for any Participating Subsidiary in respect
of its Employees) shall not be required to make any further Company Contribution pursuant to Section 7.2 in any Plan Year for
the benefit of any Participant who has reached his or her Maximum Annual Company Contribution for the Plan Year. With respect
to U.S. Participants, the Maximum Annual Company Contribution is subject to the contribution limits for Company Contributions
set forth in Sections 1.1 and 1.2 of Appendix A. 


 


7.2
        On each Pay Day the Company (for the benefit of its own Employees and as agent for any
Participating Subsidiary in respect of its Employees) shall make for the benefit of each Participant from whose net pay a Personal
Contribution was deducted on such Pay Day, a Company Contribution equal to the amount of such Personal Contribution; provided,
however, that the Company (for the benefit of its own Employees and as agent for any Participating Subsidiary in respect of its
Employees) shall not be required to deposit any Company Contribution under this Section 7.2 for the benefit of any Participant
who has reached his or her Maximum Annual Company Contribution for the Plan Year that includes such Pay Day. With respect to U.S.
Participants, this Section 7.2 is subject to the contribution limits for Company Contributions set forth in Sections 1.1 and 1.2
of Appendix A. 


 


7.3
        The Company shall deposit (for the benefit of its own Employees and as agent for any
Participating Subsidiary in respect of its Employees) Company Contributions as required to be made pursuant to Section 7.2 with
the Administrative Agent on the Business Day following each Pay Day and, at the same time, shall advise the Administrative Agent
of the amount of Company Contributions to be allocated to and recorded in each Participant’s Personal Account. 


 


7.4
        Personal Contributions and Company Contributions not made or received, as the case may
be, during any period of suspension provided for under this Plan shall not be accumulated or carried forward for a subsequent
Contribution Period or Plan Year, as the case may be. During such a period of suspension, a Participant shall continue to be a
member of the Plan for all purposes other than the making of Personal Contributions or the receiving of Company Contributions
until that Participant withdraws pursuant to Article 14 or terminates his or her participation pursuant to Article 15; provided,
however, that for the purpose of determining whether a Participant has been continuously enrolled in this Plan without suspension
or termination for one year (including for any Post-Suspension/Termination Waiting Period), no Participant will be credited for
any time prior to such period of suspension during which he or she participated in the Plan unless such suspension resulted from
the Participant being on maternity or parental leave or long-term or short term disability leave (including any period of rehabilitation)
pursuant to Article 12 and Article 13 as the case may be. 


 


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Article
8 - Investment of Funds 


 


8.1        Subject to Section 8.4, the Administrative Agent shall use all funds received by it from Personal Contributions and Company
Contributions, as well as all income thereon received by it, including any cash dividends paid on the Equity Shares held on record
by the Administrative Agent for and on behalf of each Participant, to purchase Equity Shares through normal market facilities
or by matching purchase requirements with Participant sales/withdrawal instructions.


 


8.2         Subject to Section 8.4, following
receipt of Personal Contributions and Company Contributions deposited pursuant to Sections 6.2 or 7.3, the Administrative Agent
shall purchase such number of Equity Shares as will exhaust all Personal Contributions and Company Contributions received for
the preceding Contribution Period from all Participants under the Plan. 


 


8.3
        Subject to Section 8.4, following the end of each Contribution Period, the Administrative
Agent shall allocate the Equity Shares purchased by the Administrative Agent with Personal Contributions and Company Contributions,
on a full and fractional share basis, as appropriate, to the Personal Account of each Participant in proportion to his or her
respective Personal Contributions or in proportion to the Company Contributions allocated to him or her. Except where the Administrative
Agent is unable to purchase a sufficient number of Equity Shares, the Administrative Agent shall ensure that the amounts of all
Personal Contributions and Company Contributions received by it are used to purchase Equity Shares. 


 


8.4
        If, for any reason, the Administrative Agent is unable to purchase a sufficient number
of Equity Shares on a Purchase Date to exhaust all Personal Contributions or Company Contributions received by it in respect of
the preceding Contribution Period, the Administrative Agent shall purchase Equity Shares as they become available and shall allocate
the Equity Shares so purchased to Participants’ Personal Accounts in order of the Contribution Period in respect of which
the Personal Contributions and Company Contributions, respectively, or income thereon, were received by the Administrative Agent.



 


8.5
        All rights, warrants or other securities distributed by the Company to all or substantially
all of the holders of Equity Shares and received by the Administrative Agent on account of Equity Shares held by it pursuant to
the Plan shall be sold by the Administrative Agent on behalf of the Participants. The proceeds from the sale of any such securities
and any dividends received by the Administrative Agent for Equity Shares held pursuant to the Plan shall be used to purchase additional
Equity Shares which shall be allocated to the respective Participant’s Personal Account in proportion to the number of Equity
Shares in his or her Personal Account on the relevant record date. 


 


8.6
        The Administrative Agent may, in its discretion, set off purchases and sales of Equity
Shares such that only a net purchase or a net sale is required at any time. Where, as a result of such set off, the Administrative
Agent is not required to purchase or sell any Equity Shares, the price of the Equity Shares to be sold or purchased on that date
for purposes of this Plan shall be the closing price of the Equity Shares on the TSX on the last trading day preceding the intended
purchase or sale. For all other purchases of Equity Shares, the price shall be the average price for all Equity Shares purchased
in respect of the relevant Contribution Period. 


 


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Article
9 - Registration and Voting 


 


9.1
        All the Equity Shares purchased by the Administrative Agent under this Plan shall be
registered in the name of the Administrative Agent, or its nominee, on behalf of the Participants. As long as such Equity Shares
are governed by the provisions of the Plan, they shall be held by the Administrative Agent on behalf of the Participants as custodian.
However, all rights and privileges with respect to the Equity Shares, including voting rights, shall be exercised by the Participants
through the Administrative Agent. Equity shares held for the benefit of U.S. Participants will be subject to restrictions on transfer
in the United States as set forth in Appendix A. 


 


9.2
        The Administrative Agent shall forward to each Participant all the information circulars
and other shareholder information, documentation and reports sent by the Company to its shareholders. Prior to all shareholders’
meetings, the Administrative Agent shall provide to the Participant a voting instruction card so that the Participant may indicate
thereon his or her directions to the Administrative Agent as to how he or she wishes the Administrative Agent to vote on his or
her behalf and the Participant shall return such voting instruction card to the Administrative Agent. Should the Participant fail
to provide the Administrative Agent with the voting instruction card, the Administrative Agent shall refrain from voting any Equity
Shares credited to the Personal Account of the Participant. 


 


Article
10 - Withdrawals While a Participant 


 


10.1
      A Participant may make withdrawals of vested Equity Shares or funds in his or her Personal Account only as set out in this Article
10. No Equity Shares may be withdrawn from a Participant’s Personal Account or otherwise sold, transferred, pledged, charged,
mortgaged, hypothecated or in any other way disposed of or encumbered or subjected to the rights of others until such Equity Shares
have vested in accordance with Article 18.


 


10.2
     A Participant may, upon notice in writing in accordance with Section 10.3, request that all or a portion of the vested Equity
Shares or funds in his or her Personal Account be transferred and issued in his or her name, or except in the case of U.S. Participants,
the name of such other person as the Participant may designate in writing, or be sold, as applicable, on or about the next February
28, May 31, August 31, or November 30 to occur in the Plan Year (the “Withdrawal Date”). Any fractional shares
credited to the Participant’s Personal Account shall be disregarded on any such transfer or sale and the Participant shall be
entitled to receive the cash equivalent thereof. Any transfer or sale of Equity Shares by a participant shall be subject to the
provisions of Appendix A.


 


10.3
     A Participant shall give the Administrative Agent notice in writing using the appropriate Company form of any proposed sale or
transfer of vested Equity Shares or transfer of funds from his or her Personal Account pursuant to Section 10.2 at least 15 days
before the applicable Withdrawal Date. The notice shall also specify such additional information as the Administrative Agent may
require.


 


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10.4
     Subject to Section 8.6, the Administrative Agent shall sell the specified number of vested Equity Shares from the Participant’s
Account and/or transfer them or the specified amount of funds to the Participant, in each case within five Business Days after
the Withdrawal Date. The net proceeds of any such sale will be transferred as soon as practicable to the Participant or such other
person or financial institution as the Participant may designate in writing.


 


Article
11 - Suspension of Personal Contributions by Participant 


 


11.1    
A Participant may suspend his or her Personal Contributions to the Plan only as set out in this Article 11. A Participant may,
upon notice in writing in accordance with Section 11.2, request that his or her Personal Contributions to the Plan be suspended
effective on the next February 28, May 31, August 31, or November 30 to occur in the Plan Year (the “Suspension Date”).


 


11.2     The Participant shall give the Company written notice using the appropriate Company form of the suspension of his or her
Personal Contributions pursuant to Section 11.1 at least 10 days before the applicable Suspension Date.


 


11.3
     A Participant who has suspended his or her participation in the Plan pursuant to Section 11.1:


 


		(a)	shall
                                         not be entitled to make Personal Contributions again until a period of six months has
                                         elapsed from the first Contribution Period following the actual date of his or her suspension
                                         of Personal Contributions; and



 


		(b)	shall
                                         not be entitled to receive any Company Contributions until the first Contribution Period
                                         following the expiry of the Post-Suspension/Termination Waiting Period.



 


Article
12 - Continuation of Personal Contributions During Long-Term and Short-Term Disability 


 


12.1
     A Participant may elect to continue to make Personal Contributions to the Plan while on long-term or short-term disability leave
(including any period of rehabilitation) by giving notice of such election to the Company at least 10 days before the disability
income payment date on which such election is to take effect.


 


12.2
     While on long-term or short-term disability leave (including any period of rehabilitation) the Contribution Rate selected by the
Participant pursuant to Sections 5.1 or 5.2 shall be applied to the total amount of his or her Eligible Earnings, if any, and
gross amount of the disability income payable to the Participant under a plan, insurance policy or benefits program maintained
by the Company or a relevant Subsidiary or a social security, workers’ compensation or employment or unemployment insurance
scheme maintained by a government in Canada.


 


12.3
     Upon return to active employment, the Participant’s Contribution Rate prior to long- term or short-term disability shall
be applied to his or her Eligible Earnings.


 


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Article
13 - Personal Contributions During Maternity or Parental Leave 


 


13.1
      A Participant who is on maternity or parental leave may elect to continue to make Personal Contributions based on the Participant’s
pre-maternity or pre-parental leave Eligible Earnings pursuant to Section 13.2.


 


13.2
      A Participant who elects to continue Personal Contributions while on maternity or parental leave shall, at least 10 days prior
to the commencement of leave, submit a series of post-dated cheques to the Company to cover such Participant’s Personal Contributions
during the period of maternity or parental leave.


 


13.3
      Upon return to active employment, the Participant’s Contribution Rate prior to maternity or parental leave shall be applied
to the Eligible Earnings.


 


Article
14 - Automatic Termination of Participation 


 


14.1
      A Participant’s participation in the Plan shall terminate if:


 


		(a)	in
                                         the case of (i) an Employee (other than a Non-Employee Board Member or a Consultant),
                                         the Participant retires or resigns from employment with the Company or the relevant Subsidiary,
                                         (ii) a Non-Employee Board Member, the Participant resigns as a director of the Company
                                         or the relevant Subsidiary, or (iii) a Consultant, the contract pursuant to which the
                                         Participant provides services to the Company or the relevant Subsidiary expires;



 


		(b)	the
                                         Participant dies; or



 


		(c)	in
                                         the case of (i) an Employee (other than a Non-Employee Board Member or a Consultant),
                                         the Participant’s employment with the Company or the relevant Subsidiary is terminated,
                                         with or without cause, (ii) a Non-Employee Board Member, the Participant is removed as
                                         a director, or (iii) a Consultant, the contract pursuant to which the Participant provides
                                         services to the Company or the relevant Subsidiary is breached in any material respect
                                         by the Consultant or is terminated.



 


For
greater certainty, if a Participant’s employment is terminated without cause, the Participant’s participation in the Plan
shall terminate on the date on which the Participant’s actual and active employment was terminated, not the expiry date
of any period of reasonable notice following such termination of the Participant’s employment. Furthermore, under no circumstances
shall any Participant be entitled to damages from any person for the loss of additional Equity Shares that could have been purchased
on his or her behalf under the Plan had the Participant been given reasonable notice of the termination of the Participant’s employment. 


 


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14.2
      A Participant whose participation in the Plan has been terminated as provided in Section 14.1 or his or her personal representative,
as the case may be, (i) will forfeit and cease to have any rights in and to any unvested Equity Shares in the Participant’s
Personal Account (which Equity Shares the Plan Administrator will sell and the net proceeds of which will be distributed to the
Company), and (ii) shall elect to deal with the vested Equity Shares in the Participant’s Personal Account by completing
a notice using the appropriate Company form and filing it with the Administrative Agent within 30 days after termination of the
Participant’s participation in the Plan (or such longer period as may be specified in any employment or consulting arrangements
between the Participant and the Company) requesting that:


 


		(a)	all
                                         vested Equity Shares in his or her Personal Account be transferred and issued in his
                                         or her name or as directed; or



 


		(b)	all
                                         such vested Equity Shares be sold and the net proceeds distributed to the Participant
                                         or as directed, such sale or transfer on behalf of a U.S. Participant being subject to
                                         the conditions of Appendix A.



 


14.3
      If no notice is filed within 30 days (or such longer period as may be specified in any employment
or consulting arrangements between the Participant and the Company) after the termination of a Participant’s participation
in the Plan, the Participant or his or her personal representative, as the case may be, shall be deemed to have elected to sell
all the vested Equity Shares in the Participant’s Personal Account. The Administrative Agent shall forward the net proceeds
from the sale of the vested Equity Shares to the Participant’s address of record within 30 days of the sale, such sale or
transfer on behalf of a U.S. Participant being subject to the conditions of Appendix A. 


 


Article
15 - Optional Termination by a Participant 


 


15.1
      A Participant may terminate his or her participation in the Plan effective the Pay Day next following
February 28 in any given Plan Year by sending a written notice to the Company and the Administrative Agent using the appropriate
Company form prior to February 15 of that Plan Year and requesting that:


 


		(a)	all
                                         vested Equity Shares in his or her Personal Account be transferred and issued in his
                                         or her name or as directed; or 



 


		(b)	all
                                         vested Equity Shares in his or her Personal Account be sold and the net proceeds distributed
                                         to the Participant, such sale or transfer on behalf of a U.S. Participant being subject
                                         to the conditions of Appendix A. 



 


All
Personal Contributions by and, if applicable, Company Contributions for the benefit of such terminating Participant shall cease
effective the Pay Day next following February 28 of the applicable Plan Year. If so requested, the Administrative Agent shall
make the necessary arrangements for the issuance and delivery of the appropriate certificate representing the vested Equity Shares
in his or her Personal Account to such terminating Participant as soon as possible thereafter. The Administrative Agent shall,
if requested, sell all the vested Equity Shares in the Participant’s Personal Account and forward the net proceeds therefor
within 15 Business Days of receipt of any notice of termination, such sale or transfer on behalf of a U.S. Participant being subject
to the conditions of Appendix A. In all instances, the Participant shall receive the cash equivalent for any fractional Equity
Share credited to his or her Personal Account.




 


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15.2     
Any Participant who has terminated his or her participation in the Plan pursuant to Section 15.1 shall not be permitted to enroll
and become a Participant in the Plan or entitled to make Personal Contributions until a period of one year has elapsed since his
or her termination of participation. An Employee who has re-entered the Plan one year or more after the date of termination of
his or her previous participation in the Plan in accordance with this Section 15.2 shall not be entitled to receive any Company
Contributions until the first Contribution Period following the expiry of the Post-Suspension/Termination Waiting Period.


 


Article
16 - Prohibition of Assignment of Interest 


 


16.1
     All rights of participation in the Plan are personal and no assignment or transfer of any Participant’s
rights to or interest in the Equity Shares held by the Administrative Agent under the Plan will be permitted or recognized except
as expressly provided in this Plan.


 


Article
17 - Taxes 


 


17.1
      The Participant shall be responsible for paying all income and other taxes applicable to transactions
involving the Equity Shares held by the Administrative Agent on his or her behalf, including, without limitation, any taxes properly
payable by the Participant on:


 


		(a)	Company
                                         Contributions allocated to the Participant’s Personal Account; 



 


		(b)	the
                                         transfer of Equity Shares to the Participant or a person designated by the Participant;
                                         



 


		(c)	the
                                         sale or other disposition of Equity Shares of a Participant; and 



 


		(d)	dividends
                                         paid on the Equity Shares. 



 


17.2
      The Company, a Participating Subsidiary or the Administrative Agent, as the case may be, is authorized
to deduct from any amounts payable to a Participant hereunder any amounts which are required by law to be withheld on account
of taxes.


 


Article
18 - Vesting 


 


18.1
      In respect of each Participant:


 


		(a)	who
                                         has been continuously enrolled in the Plan without suspension or termination for at least
                                         one year, or 



 


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		(b)	who
                                         has resumed participation in the Plan after a period of suspension provided hereunder
                                         or who has re-entered the Plan after having previously terminated his or her participation
                                         in the Plan and the applicable Post-Suspension/Termination Waiting Period has expired,



 


all
Equity Shares purchased by the Administrative Agent with (i) the Personal Contributions of such Participant, and (ii) the Company
Contributions allocated to such Participant equal to 100% of such Personal Contributions shall be immediately vested in such Participant.


 


18.2
      In respect of each Participant:


 


		(a)	who
                                         has been continuously enrolled in the Plan without suspension or termination for less
                                         than one year, or 



 


		(b)	who
                                         has resumed participation in the Plan after a period of suspension provided hereunder
                                         or who has re-entered the Plan after previously terminating his or her participation
                                         in the Plan but the applicable Post-Suspension/Termination Waiting Period has not yet
                                         expired, 



 


all
Equity Shares purchased by the Administrative Agent with (i) the Personal Contributions of such Participant shall be immediately
vested in such Participant, and (ii) in respect of each U.S. Participant, the Company Contributions allocated to such U.S. Participant
equal to 100% of such Personal Contributions shall be immediately vested in such U.S. Participant.


 


18.3
      Notwithstanding any other provision of this Plan, if there is:


 


		(a)	a
                                         merger, amalgamation, combination, arrangement or other transaction that results in the
                                         acquisition of substantially all of the Company’s outstanding shares by a single
                                         person, entity or group of persons or entities acting in concert, 



 


		(b)	the
                                         sale or transfer of all or substantially all of the assets of the Company, or 



 


		(c)	a
                                         reorganization or liquidation of the Company,



 


the
Board, upon written notice to all Participants, may provide that all unvested Equity Shares will vest in all Participants effective
immediately prior to or at any time following the consummation of any such transaction. 


 


Article
19 - Offer for Equity Shares of the Company 


 


19.1
      In the event that, at any time, a take-over bid is made, or a merger, plan of arrangement or other transaction is formally proposed
to all holders of Equity Shares, notice thereof shall be given by the Administrative Agent to each Participant consistent with
any notice given to registered shareholders and in the case of U.S. Participants, subject to any limitations imposed in any such
notice on distributing such notice into the United States.


 


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Article
20 - Amendment or Termination of the Plan 


 


20.1
      The Company may at any time or from time to time amend or terminate this Plan in whole or in part.
However, the Company may not amend or terminate this Plan in a manner which would deprive a Participant of any benefits that have
accrued to the date of amendment or termination or which would cause or permit any Equity Shares or cash held pursuant to the
Plan or any Personal Contributions or Company Contributions to revert to or become the property of the Company.


 


20.2
      If the Company proposes to terminate the Plan, the Company shall give notice to all Participants
and, subject to Section 20.3, all Equity Shares and cash belonging to a Participant as shown in the Participant’s Personal
Account shall be transferred and paid to the Participant or as directed by the Participant, within 30 days of the termination
of the Plan.


 


20.3
      If, in connection with the termination of the Plan, the Plan is replaced with a substantially similar
plan, all Equity Shares and cash belonging to a Participant shall be transferred to such replacement plan, subject to such transfer
not giving rise to any adverse tax consequences, unless the Participant completes a notice in the prescribed form requesting such
Equity Shares to be transferred or sold in accordance with Article 10 and files it with the Company no fewer than 10 days prior
to termination of the Plan.


 


Article
21 - Administration and Payment of Expenses and Brokerage Fees 


 


21.1     
The Company shall have full power and authority to construe, interpret and administer the Plan, including the power to appoint
any person or persons to carry out its provisions in conformity with the objectives of the Plan and under such rules as the Company
may from time to time establish. Decisions of the Company shall be final and binding upon the Employees, Participants and the
U.S. Participants.


 


21.2     
The Company has entered into a services agreement with the Administrative Agent of the Plan. A copy of the services agreement
is available for inspection in the Company’s offices.


 


21.3
      The Company may from time to time enter into such further agreements with the Administrative Agent
or other parties as it may deem necessary or desirable to carry out this Plan.


 


21.4
      The Company will provide a copy of the Plan to any Participant who requests a copy and will provide
a copy to all U.S. Participants.


 


21.5     
Records of the Administrative Agent and the Company will be conclusive as to all matters involved in administration of the Plan.


 


21.6
      Except as set out in Section 21.7, all costs and expenses of administering the Plan, including the
Administrative Agent’s compensation, will be paid by the Company.


 


21.7
      On any sale of Equity Shares, the Company is authorized to deduct any applicable taxes from any
amounts payable to the Participant following a sale of that Participant’s Equity Shares.


 


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21.8
      On any purchase of Equity Shares pursuant to the Plan, the Company shall be responsible for paying
any applicable brokerage amounts relating to such purchase.


 


21.9
      On any sale of Equity Shares pursuant to the Plan, the Employee shall be responsible for paying
any applicable brokerage amounts relating to such sale and the Administrative Agent shall be entitled to deduct any such brokerage
amounts from the proceeds of such sale.


 


Article
22 - Reporting 


 


22.1
      As soon as possible after the end of each calendar quarter, the Administrative Agent shall furnish
by mail or otherwise to each Participant a written statement(s) of his or her Personal Account. Unless written notice to the contrary
is received by the Administrative Agent within 60 days after the mailing or delivery of such statement(s) to the Participant,
such statement shall be conclusively deemed to be correct and the Administrative Agent shall be relieved of liability for any
error contained therein or disclosed thereby.


 


22.2
      The Administrative Agent shall prepare and send to such Participants the appropriate tax slips as
required by the Canada Revenue Agency, or its successor, in respect of the Plan.


 


Article
23 - Limitation of Rights of the Employee 


 


23.1
      This Plan is a voluntary program on the part of the Company and shall not constitute an inducement
to or condition of the employment of any Employee. Nothing contained in this Plan shall give any Employee, whether a Participant,
or not, the right to be retained in the service of the Company or shall interfere with the right of the Company to discharge any
Employee whether a Participant or not at any time. Enrolment in this Plan will not give any Participant or beneficiary of any
Participant any right or claim to any benefit except to the extent provided for in the Plan.


 


23.2
      Neither the Company nor the Administrative Agent shall be liable to any Employee for any loss resulting
from a decline in the market value of any Equity Shares purchased by the Administrative Agent. Neither the Company nor the Administrative
Agent shall be liable to any Employee for any change in the market price of the Equity Shares between the time Personal Contributions
or Company Contributions by or in respect of such Employees were made and the time such purchase or sale takes place.


 


23.3
      The availability of this Plan is subject to its affordability for the Company on a consolidated
basis as determined by the Board annually or at such other interval as the Board may decide.


 


Article
24 - Administrative Agent 


 


24.1
      The Administrative Agent has agreed to act and shall hold office until otherwise determined
by the Company. In the event of the resignation of the Administrative Agent, its successor shall be appointed by the Company.
Any successor Administrative Agent shall be vested with all the powers, rights, duties and immunities of the Administrative Agent
hereunder to the same extent as if originally named as the Administrative Agent.


 


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24.2
      The Administrative Agent shall only be liable for its own negligence, willful misconduct or fraud
in the performance of its duties under the Plan.


 


Article
25 - Insider Trading Laws and Policy 


 


25.1
      Any determination to make, suspend or alter contributions pursuant to this Plan or sell Equity Shares
acquired pursuant to this Plan is subject to applicable securities laws and stock exchange rules and the insider trading policy
of the Company.


 


Article
26 - Subdivision, Consolidation, etc. 


 


26.1
      In the event that the Equity Shares of the Company are subdivided, consolidated, converted or reclassified
by the Company, or any action of a similar nature affecting such Equity Shares shall be taken by the Company, then the Equity
Shares held in Personal Accounts shall be adjusted in like manner.


 


Article
27 - Applicable Laws 


 


27.1
      The Plan shall be construed and the rights and obligations of the parties hereunder determined in
accordance with the laws of the Province of Ontario.


 


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    A-1 


    




APPENDIX
A  


SPECIAL
PLAN RESTRICTIONS RELATING TO U.S. PARTICIPANTS 


 


Article
1: Limitations on Personal and Company Contributions 


 


1.1
        The amount of the Personal and Company Contributions for U.S. Participants for any given
Pay Day are limited by the aggregate value of Equity Shares purchased under the Plan by the Administrative Agent in any consecutive
12-month period on behalf of all U.S. Participants combined to the greatest of: 


 


		(a)	USD
                                         $1,000,000;



 


		(b)	15%
                                         of the Total assets of the Company measured at the Company’s most recent balance
                                         sheet date (if no older than its last fiscal year end); and 



 


		(c)	15%
                                         of the outstanding amount of the class of Equity Shares purchased pursuant to the Plan
                                         measured at the Company’s most recent balance sheet date (if no older than its
                                         last fiscal year end). 



 


1.2
        In the event the Personal and Company Contributions for the U.S. Participants in any
given consecutive 12-month period as measured on any given Pay Day combined with the Personal and Company Contributions for that
Pay Day (the “Aggregate Contributions”) will result in the value of Equity Shares purchased under the Plan
in the consecutive 12-month period prior to and including the Pay Day exceeding the limitations set forth in Section 1.1, the
Personal and Company Contributions for all U.S. Participants for that Pay Day will be reduced pro rata until the Aggregate Contributions
does not exceed the limitations set forth in Section 1.1. 


 


1.3
        Prior to each Pay Day, the Administrative Agent will calculate the Personal and Company
Contributions available for the U.S. Participants during the Contribution Period in which the Pay Day is a part, subject to Section
1.1. 


 


Article
2: Company Information Obligations 


 


2.1
        In the event the aggregate value of the Equity Shares purchased under the Plan for U.S.
Participants during any consecutive 12-month period exceeds or is likely to exceed USD $5,000,000, the Company will provide to
the Administrative Agent for distribution to each U.S. Participant:


 


		(a)	A
                                         summary of the material terms of the Plan; 



 


		(b)	Information
                                         about the risks associated with an investment in the Company; and 



 


		(c)	Financial
                                         statements prepared under IFRS without reconciliation to U.S. GAAP. The financial statements
                                         will include a balance sheet as of a date within 180 days of the issuance of the securities
                                         under the Plan, along with statements of income, cash flows and stockholder’s equity
                                         for two complete fiscal years and for any interim period from the end of the last fiscal
                                         year to the balance sheet date. 



 


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    A-2 


    






Such
information shall be provided to U.S. Participants in a reasonable period of time before any purchases of Equity Shares under
the Plan.


 


Article
3: Resale Limitations 


 


3.1
        Equity Shares acquired by U.S. Participants in accordance with the Plan are “restricted”
securities and may not be resold in the United States without registration or an exemption from registration. The Administrative
Agent shall not undertake to sell or transfer Equity Shares purchased in accordance with the Plan on behalf of any U.S. Participant
except: (i) to the Company; (ii) outside the United States in an “offshore transaction” meeting the requirements of
Rule 904 of Regulation S, if available, and in compliance with applicable local laws and regulations; (iii) in compliance with
the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available,
and in accordance with any applicable securities or “blue sky” laws of any state of the United States; or (iv) in
a transaction that does not require registration under the U.S. Securities Act or any applicable laws and regulations governing
the offer and sale of securities of any state of the United States. In relation to any such transfer or sale, the Administrative
Agent will submit such transfer or sale request plus all supporting documentation required, including in the case of (ii) the
Declaration for Removal of Legend set forth as Exhibit A hereto and in the case of (iii) and (iv) an opinion of counsel of recognized
standing in the form and substance reasonably acceptable to the Company to such effect, to the Company for review and approval,
the approval of the Company being sufficient for the Administrative Agent to fulfill its obligations hereunder. 


 


3.2
        In the event a U.S. Participant receives Equity Shares purchased under the Plan in certificated
form whether by distribution or otherwise, or receives certificates issued in exchange for or in substitution of the foregoing,
until such time as is no longer required under the applicable requirements of the United States securities laws or applicable
securities laws of any state of the United States, will bear, on the face of such certificate, the following legend: 


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES, AGREES FOR THE BENEFIT OF SCORE MEDIA AND GAMING INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE U.S. SECURITIES ACT; (B) TO THE COMPANY; (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ALL LOCAL LAWS AND REGULATIONS; (D) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES; OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT
AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND, IN THE CASE OF PARAGRAPH (D) OR (E), THE SELLER FURNISHES
TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH
EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED
HEREBY ON A CANADIAN STOCK EXCHANGE. 


 


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3.3
        If the Equity Shares purchased in accordance to the Plan are being sold outside the
United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Company is a “foreign issuer”
as defined in Regulation S at the time of sale, the legend set forth in Section 3.2 above may be removed by providing an executed
declaration to the Company and its transfer agent, in substantially the form set forth as Exhibit A to this Appendix A. 


 


Article
4: Additional Restrictions for California Residents 


 


4.1
        In addition to the provisions set forth in the Plan and this Appendix A to the Plan,
California residents are subject to the additional limitations set forth in Attachment A.


 


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ATTACHEMENT
A TO APPENDIX A 


 


This
Attachment A to Appendix A of the Plan shall have application only to U.S. Participants who are residents of the State of California.
Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Attachment. Notwithstanding
any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions
shall apply to all securities granted to residents of the State of California, until such time as the securities become a “listed
security” under the United States Securities Act of 1933, as amended, or otherwise qualify for an exemption from the applicable
provisions of the California Code: 


 


1.
          The maximum number of Equity Shares that may be allotted for purchase under
the Plan and Appendix A with respect to U.S. Participants that are California residents is 1,000,000. 


 


2.
          The rights to acquire Equity Shares pursuant to the terms of the Plan and
Appendix A are nontransferable. Notwithstanding the preceding sentence, the rights to acquire securities pursuant to the terms
of the Plan and Appendix A are transferable to the extent such transfer is permitted by the terms of the Plan and Appendix A in
relation to a transfer by will, by the laws of descent and distribution, to a revocable trust or as permitted by Rule 701 of the
United States Securities Act of 1933, as amended. 


 


3.         
There will be a proportionate adjustment of the number of Equity Shares allocated to any U.S. Participant that is a California
resident in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or
other distribution of the issuer’s equity securities without the receipt of consideration by the Company, of or on the Company’s
class of securities subject to this purchase right.


 


4.
          The Equity Shares purchased under the Plan and Appendix A must be purchased
within 10 years from the date the Plan is adopted or the Plan is approved by the Company’s shareholders, whichever is earlier.



 


5.
         The Plan and any appendices and attachments thereto shall be approved by a majority
of the outstanding securities entitled to vote by the later of (1) within 12 months before or after the plan is adopted or the
date the agreement is entered into or (2) prior to the issuance of any security under the Plan in the State of California. Any
securities purchased before security holder approval is obtained must be rescinded if security holder approval is not obtained
in the manner described in the preceding sentence. Such securities shall not be counted in determining whether such approval is
obtained. Provided, however, that so long as the Company remains a foreign private issuer, as defined by Rule 3b-4 of the Securities
Exchange Act of 1934, as amended, the Company shall not be required to comply with this subsection provided that the aggregate
number of persons in the State of California granted options under all option plans and agreements and issued securities under
all purchase and bonus plans and agreements of the Company does not exceed 35.  




 



6.          The
Company shall provide annual financial statements of the Company to each U.S Participant that is a California resident. Such financial
statements need not be audited and need not be issued to key employees whose duties at the Company assure them access to equivalent theScore
 – Amended and Restated Employee Share Purchase Plan information; provided however, that this obligation will not exist
so long as offers and sales under the Plan continue to comply with Rule 701 of the of the United States Securities Act of 1933,
as amended.


 


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 – Amended and Restated Employee Share Purchase Plan





    


     


    




EXHIBIT
A TO 

APPENDIX A  


Form
of Declaration for Removal of Legend 


 


TO:
     SCORE MEDIA AND GAMING INC. (the “Company”) 


 


The
undersigned (A) acknowledges that the sale of the securities of the Company to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”),
and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Company (as that term is defined in Rule
405 under the U.S. Securities Act) (b) a “distributor” as defined in Regulation S or (c) an affiliate of a distributor;
(2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated,
the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer
was outside the United States, or (b) the transaction was executed on or through the facilities of a “designated offshore
securities market” as defined in Regulation S and neither the seller nor any person acting on its behalf knows that the
transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor
any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection
with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under
the U. S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and
(6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with
Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have
the meanings given to them by Regulation S under the U.S. Securities Act.


 


Dated
_______________________,20__.


 





	 	X	     
	 	Signature
    of individual (if purchaser is an individual)
	 	
	 	 
	 	X	     
	 	Authorized
    signatory (if purchaser is not an individual)
	 	
	 	 
	 	Name
    of Purchaser (please print)
	 	 
	 	 
	 	Name
    of authorized signatory (please print)
	 	 
	 	 
	 	Official
    capacity of authorized signatory (please print)


 

theScore
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