Exhibit 4.3


 


SCORE
MEDIA AND GAMING INC.


 


SECOND
AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK UNIT PLAN


 


Effective
February 10, 2021





    


     


    

Table
of Contents


 





	 	Page
	 	 
	Article
    I Defined Terms	3
	 	 
	Article
    II Purpose of Plan	5
	 	 
	Article
    III Administration of the Plan	6
	 	 
	Article
    IV Shares Subject to Plan	6
	 	 
	Article
    V Eligibility, Grant and Certain Terms of Awards	7
	 	 
	Article
    VI Termination; Death	8
	 	 
	Article
    VII Options	9
	 	 
	Article
    VIII Restricted Share Units	10
	 	 
	Article
    IX Certain Adjustments	11
	 	 
	Article
    X Amendment or Discontinuance of Plan	13
	 	 
	Article
    XI Miscellaneous Provisions	14
	 	 
	Article
    XII Shareholder and Regulatory Approval	15







    


     


    


ARTICLE
I 


DEFINED
TERMS


 


		1.1	Where
                                         used herein, the following terms will have the following meanings, respectively:



 


		(a)	“Applicable
                                         Laws” means all securities, corporate and other laws, rules, policies and regulations
                                         (whether Canadian or foreign, and whether established by federal, provincial or territorial
                                         governmental bodies or securities regulatory authorities) and all stock exchange requirements
                                         applicable to the Corporation in relation to the administration and implementation of
                                         the Plan.



 


		(b)	“Associate”
                                         has the meaning set forth in Part I of the TSX Company Manual;



 


		(c)	“Award”
                                         means a grant under the Plan of Options or Restricted Share Units;



 


		(d)	“Black
                                         Out Period” means any period during which a policy of the Corporation prevents
                                         an Insider from trading in securities of the Corporation;



 


		(e)	“Board”
                                         means the board of directors of the Corporation;



 


		(f)	“Business
                                         Day” means any day, other than a Saturday, Sunday or a statutory holiday on
                                         which the Exchange is open for trading;



 


		(g)	“Clawback
                                         Policy” has the meaning attributed thereto in Section 5.6 hereof;



 


		(h)	“Committee”
                                         has the meaning attributed thereto in Article III hereof;



 


		(i)	“Corporation”
                                         means Score Media and Gaming Inc. and includes any successor corporation thereto;



 


		(j)	“Eligible
                                         Person” means any director, officer or Employee of the Corporation and its
                                         Subsidiaries, or a Service Provider;



 


		(k)	“Employee”
                                         means: (a) an individual who is considered an employee of the Corporation or its Subsidiary
                                         under the Income Tax Act (Canada) (and for whom income tax, employment insurance
                                         and CPP deductions must be made at source); (b) an individual who works full-time for the Corporation or its Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or (c) an individual who works for the Corporation or its Subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source;




  


		(l)	“Employee
                                         Optionee” has the meaning attributed thereto in Section 6.1 hereof;



 


		(m)	“Employee
                                         Optionee Termination Date” has the meaning attributed thereto in Section 6.1
                                         hereof;






    


    - 4 - 


    

		(n)	“Employee
                                         RSU Grantee” has the meaning attributed thereto in Section 6.7 hereof;



 


		(o)	“Employee
                                         RSU Grantee Termination Date” has the meaning attributed thereto in Section
                                         6.7 hereof;



 


		(p)	“Exchange”
                                         means the Toronto Stock Exchange;



 


		(q)	“Holding
                                         Company” means a holding company wholly-owned by an Eligible Person;



 


		(r)	“Insider”
                                         has the meaning set forth in Part I of the TSX Company Manual;



 


		(s)	“Market
                                         Price” means the closing price of the Shares on the Exchange on the Business
                                         Day immediately preceding the day on which the Options are granted or, if no Shares have
                                         been traded on such immediately preceding Business Day, the weighted average trading
                                         price for the five Business Days on which Shares have been traded immediately preceding
                                         the day on which the Options are granted, or such other amount as the Committee may determine
                                         to be the fair market value of a Share;



 


		(t)	“Option”
                                         means an option to purchase Shares granted under the Plan;



 


		(u)	“Option
                                         Price” means the price per Share at which Shares may be purchased under the
                                         Option as the same may be adjusted from time to time in accordance with Article IX hereof,
                                         which for greater certainty will never be less than the Market Price on the date of the
                                         grant of the Option;



 


		(v)	“Optionee”
                                         means a person to whom an Option has been granted;



 


		(w)	“Participant”
                                         means the holder of an outstanding Award granted or awarded under the Plan;



 


		(x)	“Plan”
                                         means this Amended and Restated Stock Option and Restricted Stock Unit Plan of the Corporation;



 


		(y)	“RSU
                                         Grantee” means a person to whom a Restricted Share Unit has been awarded;



 


		(z)	“Restricted
                                         Share Unit” means a right to receive Shares in the settlement of an Award granted
                                         pursuant to Article VIII of the Plan;



 


		(aa)	“RSU
Grant Date” means the date that the Restricted Share Unit is granted to an RSU Grantee under the Plan, as evidenced
by the Restricted Share Unit grant letter, and refers also to the date that the Restricted Share Unit is credited to the RSU Grantee
which must always be in the same calendar year;



 


		(bb)	“Service
Provider” has the meaning set forth in Section 613(b) of the TSX Company Manual;



 


		(cc)	“Services
Optionee” has the meaning attributed thereto in Section 6.3 hereof;






    


    - 5 - 


    

		(dd)	“Services
                                         Optionee Termination Date” has the meaning attributed thereto in Section 6.3
                                         hereof;



 


		(ee)	“Services
RSU Grantee” has the meaning attributed thereto in Section 6.8 hereof; (ff) “Services
RSU Grantee Termination Date” has the meaning attributed thereto in Section 6.8 hereof;



 


		(gg)	“Shares”
means the Class A Subordinate Voting Shares in the capital of the Corporation, or such other shares or securities to which a Participant
may be entitled as a result of an adjustment in accordance with Article IX;



 


		(hh)	“Subsidiary”
means any body corporate which is a “subsidiary” (as such term is defined in the corporate statute governing the Corporation,
as the same may be amended from time to time); and



 


		(ii)	“TSX
                                         Company Manual” means the TSX Company Manual of the Exchange (as the same may
                                         be amended from time to time).



 


1.2         
In this Plan, words imparting the singular number
only will include the plural and vice versa and words imparting the masculine will include the feminine.


 


1.3         
The headings of the articles of this Plan are
inserted herein solely to facilitate the reading hereof and will not be used to interpret the Plan.


 


1.4         
All references in the Plan text to a currency
or to amounts expressed in dollars will refer to the currency having legal tender in Canada.


 


1.5         
This Plan will be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.


 


ARTICLE
II 

PURPOSE OF PLAN


 


2.1         
The purpose of the Plan is to advance the interests
of the Corporation by encouraging the directors, officers, Employees and Service Providers of the Corporation and its Subsidiaries
to acquire Shares thereby:


 


		(i)	increasing
                                         the proprietary interests of such persons in the Corporation;



 


		(ii)	further
                                         aligning the interests of such persons with the interests of the Corporation’s
                                         shareholders generally;



 


		(iii)	encouraging
                                         such persons to remain associated with the Corporation; and



 


		(iv)	enhancing
                                         the Corporation’s ability to attract, retain and motivate key personnel and reward
                                         significant performance achievements.






    


    - 6 - 


    


ARTICLE
III 

ADMINISTRATION OF THE PLAN


 


3.1         
Subject to any agreement to the contrary entered
into by the Corporation: (i) the Plan will be administered by the Human Resources and Compensation Committee (the “Committee”)
appointed by the Board; and (ii) the members of the Committee will serve at the pleasure of the Board and vacancies occurring
in the Committee will be filled by the Board.


 


3.2         
The Committee will select one of its members
as its Chairman and will hold its meetings at such time and place as it deems advisable. A majority of the members of the Committee
will constitute a quorum and all actions of the Committee will be taken by a majority of the members present at any meeting. Any
action of the Committee may be taken by an instrument or instruments in writing signed by all members of the Committee, and any
action so taken will be as effective as if it had been passed by a majority of the votes cast by the members of the Committee
present at a meeting of such members duly called and held.


 


3.3
          Subject to the limitations of the Plan, the Committee
will have the power and authority to:


 


		(i)	adopt,
                                         amend and rescind such administrative guidelines and other rules and regulations for
                                         carrying out the purposes, provisions and administration of the Plan as it, from time
                                         to time, deems advisable;



 


		(ii)	interpret
                                         the Plan and make all other determinations and take all other actions in connection with
                                         the implementation and administration of the Plan and any Award granted pursuant to the
                                         Plan;



 


		(iii)	determine
                                         which Eligible Persons will be granted Options and Restricted Share Units;



 


		(iv)	determine
                                         the Option Price;



 


		(v)	determine
                                         the time or times when Awards will be granted;



 


		(vi)	determine
                                         if the Shares which are subject to an Award will be subject to any restrictions upon
                                         the exercise or settlement of such Award; and



 


		(vii)	prescribe
                                         the form of the instruments relating to the grant, exercise, settlement and other terms
                                         of Awards.



 


The
Committee’s administration guidelines, rules, regulations, interpretations and determinations will be final, binding and
conclusive upon the Corporation and all other persons for all purposes.


 


ARTICLE
IV 

SHARES SUBJECT TO PLAN


 


4.1         
Awards may be granted in respect of authorized
and unissued Shares provided that the aggregate number of Shares that may be issued, at any time, under this Plan (subject to
adjustment or increase of such number pursuant to the provisions of Article IX hereof) will not exceed 65,000,000 Shares provided
that the Board will have the right from time to time, to increase such number subject to Applicable Laws. For the purposes of
this Plan, the Corporation will reserve such number of Shares out of its authorized and unissued Shares. Shares in respect of
Awards that have expired, terminated or been cancelled for any reason without being exercised will be available for subsequent
grants of Awards under the Plan. No fractional Shares may be purchased or issued under the Plan. For purposes of this Section
4.1, the number of Shares that will be counted against the Plan in respect of Restricted Share Units will be equal to the number
of Shares the RSU Grantees would be entitled to receive under the Plan if the Restricted Share Units were settled on the RSU Grant
Dates.




    


    - 7 - 


    


4.2         
The maximum number of Shares that may be issued
to any one Participant under the Plan and any other share-based compensation arrangement adopted by the Corporation, at any time
in any twelve (12) month period, will not exceed 5% of the Shares issued and outstanding at the date on which the Award was granted.


 


4.3         
The aggregate number of Shares that may be issuable,
at any time, under Awards awarded to Insiders (as a group), together with Shares that may be issuable under awards awarded to
Insiders (as a group) under any other share-based compensation arrangement adopted by the Corporation, may not exceed 10% of the
issued and outstanding Shares. The aggregate number of Shares that may be issued, within any twelve (12) month period, under Awards
awarded to Insiders (as a group), together with Shares that may be issued under awards awarded to Insiders (as a group) under
any other share-based compensation arrangement adopted by the Corporation, may not exceed 10% of the issued and outstanding Shares.


 


ARTICLE
V 


ELIGIBILITY,
GRANT AND CERTAIN TERMS OF AWARDS


 


5.1         
Options and Restricted Share Units may be granted
or awarded to Eligible Persons on terms and conditions (including vesting) approved by the Committee.


 


5.2         
Awards will be granted or awarded by the Corporation
only pursuant to recommendations of the Committee; provided and to the extent that such recommendations are approved by the Board.


 


5.3         
Notwithstanding any other term of this Plan,
no Award will have an expiry date that is more than ten (10) years from the date on which the Award was granted or awarded.


 


5.4         
If required by any Applicable Laws, upon the
granting of Awards to Employees or Service Providers, the Corporation will represent to the Exchange that said Participants are
bona fide Employees or Service Providers, as the case may be.


 


5.5         
An Award is personal to the Participant (but
upon written notice by the Participant, any Award that might otherwise be granted or awarded to that Participant will be granted
or awarded, in whole or in part, to a Holding Company established by and for the sole benefit of the Participant) and may not
be sold, assigned, pledged, transferred or encumbered in any way (except to a Holding Company established by and for the sole
benefit of the Participant).


 


5.6         
Notwithstanding any other provisions in this
Plan, the Corporation may cancel any Award, require reimbursement of any Award by a Participant and effect any other right of
recovery or recoupment of the cash value of any equity or other compensation provided under the Plan under Applicable Laws, stock
exchange listing requirements or in accordance with any policies of the Corporation that may be adopted or modified from time
to time (each, a “Clawback Policy”). By accepting an Award, the Participant is agreeing to be bound by any
Clawback Policy as in effect on the date of grant (or as may be adopted or modified from time to time by the Corporation
to comply with Applicable Laws or stock exchange listing requirements).




    


    - 8 - 


    


ARTICLE
VI 

TERMINATION; DEATH


 


Optionees


 


6.1         
Subject to Section 6.2 hereof and to any express
resolution passed by the Committee with respect to an Option, an Option, and all rights to purchase Shares pursuant thereto granted
to a director, officer or Employee of the Corporation or its Subsidiaries (an “Employee Optionee”), will expire
and terminate immediately upon the date on which the Employee Optionee ceases to be an Employee Optionee (such date being referred
to herein as the “Employee Optionee Termination Date”).


 


6.2         
If, before the expiry of an Option in accordance
with the terms thereof, the employment of an Employee Optionee by the Corporation or its Subsidiaries will terminate for any reason
whatsoever other than termination by reason of the death of the Employee Optionee, such Option may, subject to the terms thereof
and any other terms of the Plan, be exercised at any time within sixty (60) days after the Employee Optionee Termination Date
(but in any case prior to the expiry of the Option in accordance with the terms thereof), but only to the extent that the Employee
Optionee was entitled to exercise such Options at the Employee Optionee Termination Date. In the event of the death of an Employee
Optionee and, subject to Section 7.3 hereof, the legal representatives of the Employee Optionee may exercise the Options held
by the Employee Optionee on the foregoing terms provided the Options are exercised or settled within one hundred and eighty (180)
days of the Employee Optionee Termination Date.


 


Without
limitation, and for greater certainty only, this section will apply regardless of whether the Employee Optionee was dismissed
with or without cause and regardless of whether the Employee Optionee received compensation in respect of dismissal or was entitled
to a notice period of termination which would otherwise have permitted a greater portion of the Options to vest.


 


6.3         
Subject to Section 6.4 hereof and to any express
resolution passed by the Committee with respect to an Option, an Option, and all rights to purchase Shares pursuant thereto granted
to any Service Provider (a “Services Optionee”), will expire and terminate immediately upon the date on which
the written agreement by which such Services Optionee was retained was terminated (such date being referred to herein as the “Services
Optionee Termination Date”).


 


6.4         
If, before the expiry of an Option in accordance
with the terms thereof, the written agreement by which a Services Optionee was retained is terminated, such Option may, subject
to the terms thereof and the other terms of the Plan, be exercised by the Services Optionee at any time within sixty (60) days
of the Services Optionee Termination Date (but in any event prior to the expiry of the Option in accordance with the terms thereof),
but only to the extent that the Services Optionee was entitled to exercise such Option at the Services Optionee Termination
Date.




    


    - 9 - 


    


6.5         
In the event that, prior to the exercise of any
Option, the Committee is notified that the relevant Optionee is incapable, the legal representative of the Optionee may exercise
the Options held by the Optionee.


 


6.6         
If the date on which an Option expires occurs
during or within ten (10) Business Days after the last day of a Black Out Period, then the date on which such Option expires will
be deemed to be the last Business Day of such ten (10) Business Day period.


 


RSU
Grantees


 


6.7         
Subject to any express resolution passed by the
Committee with respect to any Restricted Share Unit, a Restricted Share Unit which has not yet vested, and all rights to have
such Restricted Share Unit settled in accordance with Section 8.1, will be forfeited immediately upon the date on which the RSU
Grantee who is a director, officer or Employee of the Corporation or its Subsidiaries (an “Employee RSU Grantee”)
ceases to be an Employee RSU Grantee (such date being referred to herein as the “Employee RSU Grantee Termination Date”).


 


Without
limitation, and for greater certainty only, this section will apply regardless of whether the RSU Grantee was dismissed with or
without cause and regardless of whether the RSU Grantee received compensation in respect of dismissal or was entitled to a notice
period of termination which would otherwise have permitted a greater portion of the Restricted Share Units to vest.


 


6.8         
Subject to any express resolution passed by the
Committee with respect to any Restricted Share Unit, a Restricted Share Unit which has not yet vested, and all rights to have
such Restricted Share Unit settled in accordance with Section 8.1, will be forfeited immediately upon the date on which the written
agreement by which the RSU Grantee who is a Service Provider was retained (a “Services RSU Grantee”) was terminated
(such date being referred to herein as the “Services RSU Grantee Termination Date”).


 


ARTICLE
VII 

OPTIONS


 


7.1         
The Option Price on Shares which are the subject
of any Option will in no circumstances be lower than the Market Price of the Shares at the date on which the Option was granted.


 


7.2         
Subject to the provisions of the Plan, an Option
which has vested may be exercised at any time prior to the expiry of the Option in accordance with the terms thereof by delivery
to the Corporation at its registered office of (i) a written notice of exercise in such form as from time to time prescribed by
the Committee which may include representations, warranties, covenants and other agreements and undertakings of the Optionee as
the Committee may deem appropriate, signed by the Optionee or, if applicable, the legal representatives of such Optionee, addressed
to the Chief Financial Officer of the Corporation specifying the number of Shares with respect to which the Option is being exercised,
(ii) payment, in full, of the Option Price of the Shares to be purchased in cash or by bank draft or certified cheque at the time
of such exercise, and (iii) evidence to the satisfaction of the Committee that all applicable taxes (including but not limited
to withholding taxes) have been adequately provided for. Certificates for such Shares will be issued and delivered to the
Optionee within a reasonable time following the receipt of such notice and payment.




    


    - 10 - 


    


7.3         
In the event of the exercise of any Options by
the legal representative of an Optionee holding such Options, the legal representative will also deliver to the Corporation evidence
satisfactory to the Corporation of the legal representative’s authority to do so.


 


7.4         
Notwithstanding any of the provisions contained
in the Plan or in any Option, the Corporation’s obligation to issue Shares to an Optionee pursuant to the exercise of an
Option will be subject to:


 


		(i)	completion
                                         of such registration or other qualification of such Shares or obtaining approval of such
                                         government authority as the Corporation will determine to be necessary or advisable in
                                         connection with the authorization, issuance or sale thereof;



 


		(ii)	the
                                         admission of such Shares to listing on any stock exchange on which the Shares may then
                                         be listed; and



 


		(iii)	the
                                         receipt from the Optionee of such representatives, agreements and undertaking, including
                                         as to future dealings in such Shares, as the Corporation or its counsel determines to
                                         be necessary or advisable in order to safeguard against the violation of the securities
                                         laws of any jurisdiction.



 


In
this connection the Corporation will, to the extent necessary, take all reasonable steps to obtain such approvals, registrations
and qualifications as may be necessary for the issuance of such Shares in compliance with Applicable Laws and for the listing
of such Shares on any stock exchange on which the Shares are then listed.


 


ARTICLE
VIII 

RESTRICTED SHARE UNITS


 


8.1         
The number of Restricted Share Units awarded
to an RSU Grantee will be credited to the RSU Grantee’s account, effective as of the RSU Grant Date. A Restricted Share
Unit granted to an RSU Grantee will entitle the RSU Grantee, subject to the RSU Grantee’s satisfaction of any conditions,
restrictions, performance objectives, vesting period or limitations imposed under the Plan or set out in the Restricted Share
Unit grant letter, to receive a payment in fully paid Shares issued from treasury of the Corporation on the date when the Restricted
Share Unit is vested.


 


8.2         
Subject to the absolute discretion of the Committee,
the Committee may elect to credit each RSU Grantee holding Restricted Share Units with additional Restricted Share Units upon
the payout of dividends on the Shares. In such case, the number of additional Restricted Share Units will be equal to the aggregate
value of dividends that would have been paid to the RSU Grantee if the Restricted Share Units in the RSU Grantee’s account
had been Shares divided by the Market Price of a Share on the date on which dividends were paid by the Corporation. The additional
Restricted Share Units will vest on the date that the particular Award of Restricted Share Units to which the additional Restricted
Share Units relate are fully vested.


 


8.3         
Each grant of a Restricted Share Unit under the
Plan shall be evidenced by a Restricted Share Unit grant letter of the Corporation, in such form as may be approved by the Committee
from time to time, and signed in acknowledgement by the RSU Grantee. Such Restricted Share Unit grant letter shall be subject
to all applicable terms and conditions of the Plan and may include performance vesting conditions or any other terms and conditions
(including clawback provisions) which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion
in a Restricted Share Unit grant letter. The provisions of the various Restricted Share Unit grant letters issued under the Plan
need not be identical. Any Restricted Share Unit granted hereunder will be settled according to the terms of the Plan and at such
times and under such conditions as determined by the Committee and set forth in the Restricted Share Unit grant letter.




    


    - 11 - 


    


8.4         
In the event that an Employee RSU Grantee Termination
Date or a Services RSU Grantee Termination Date occurs by reason of the RSU Grantee’s death, or in the event that the Committee
is notified that an RSU Grantee to whom a settlement of Restricted Share Units is owed is incapable, the RSU Grantee’s legal
representative will deliver to the Corporation evidence satisfactory to the Corporation of the legal representative’s authority
to receive the Shares upon settlement of the Restricted Share Units.


 


ARTICLE
IX 

CERTAIN ADJUSTMENTS


 


9.1         
The Board will have the power to make adjustments,
as it deems appropriate, with respect to Awards previously granted or to be granted under this Plan, in the number of Shares subject
to Awards and the number of Shares which may be released under this Plan in the event of and in order to adjust for the effect
of any subdivision or consolidation of the Shares, stock dividends or similar distributions (other than dividends or distributions
in the ordinary course), reclassification or conversion of the Shares, recapitalization, reorganization or distributions, or any
other event which, in the opinion of the Board, necessitates action by way of adjustment to the terms of the outstanding Awards.
The Board will exercise the power to adjust pursuant to this Article IX in good faith and in an equitable manner.


 


9.2         
Subject to any Applicable Laws, the determination
and judgment of the Board with respect to any adjustment made pursuant to this Article IX will be conclusive and binding upon
each Participant and each Participant will accept, at the time of exercise or settlement of any Award held, such lesser or greater
number of Shares or other securities as will result from such adjustment.


 


9.3         
Subject to the provisions of this Plan and unless
otherwise determined by the Board, in the event of:


 


		(i)	an
                                         amalgamation, arrangement, consolidation, amendment to the terms of a class of equity
                                         securities or any other transaction of the Corporation, as a consequence of which the
                                         interest of a holder of an equity security of the Corporation may be terminated without
                                         the holder’s consent, regardless of whether the equity security is replaced with
                                         another security (a “business combination”);



 


		(ii)	a
                                         dissolution or liquidation of the Corporation;



 


		(iii)	the
                                         sale of all or substantially all of the assets of the Corporation; or



 


		(iv)	any
                                         other transaction or series of related transactions which does not result in the shareholders
                                         of the Corporation immediately prior to such transaction or series of related transactions
                                         holding 50% or more of the voting power of the surviving or continuing entity following such transaction or series of related transactions;






    


    - 12 - 


    


then,
at the option of the Corporation:


 


		(v)	any
                                         or all outstanding Awards may be assumed by the successor or continuing entity (if any)
                                         and such assumption shall be binding on all Participants or the successor or continuing
                                         entity may provide substantially similar consideration to Participants as was provided
                                         to shareholders of the Corporation (after taking into account the existing provisions
                                         of the Awards);



 


		(vi)	in
                                         the case of a take-over bid, the Corporation will be entitled to accelerate the exercise
                                         or settlement of Awards and:



 


		(A)	the
                                         Optionee may elect to exercise all or any of the Options (whether vested or not at the
                                         time) pursuant to Section 7.2 hereof for the purpose of tendering such Shares under such
                                         formal bid (which exercise shall be conditional upon the offeror taking up Shares under
                                         its take-over bid); and



 


		(B)	the
                                         Restricted Share Units (whether vested or not at the time) will be settled in Shares
                                         for the purpose of tendering such Shares under such formal bid (which settlement shall
                                         be conditional upon the offeror taking up Shares under its take-over bid); and



 


		(vii)	in
                                         the case of a business combination, the Corporation may terminate all of the Awards granted
                                         under this Plan at the time of and subject to the completion of such business combination
                                         by giving at least ten (10) days prior written notice of such termination to each of
                                         the Participants and paying to each of the Participants at the time of completion of
                                         such business combination an amount equal to the fair market value of the Awards held
                                         by such Participant as determined by a recognized investment dealer in Canada which has
                                         not otherwise been retained by the Corporation or any of its Subsidiaries or any other
                                         person in connection with such business combination. Otherwise, any outstanding Awards
                                         will be treated as provided in the applicable agreement or plan with respect to such
                                         transaction. In the event that the successor or continuing entity (if any) refuses to
                                         assume or substitute any outstanding Awards as provided herein, the Corporation will
                                         so notify the Participants in writing and unless otherwise determined by the Board, the
                                         Participants will have ten (10) Business Days following the date such notice was given
                                         to exercise the Awards held by them to the extent that they were entitled to exercise
                                         them as at the date of such notice, failing which such Awards shall be deemed to expire.






    


    - 13 - 


    


ARTICLE
X 


AMENDMENT
OR DISCONTINUANCE OF PLAN


 


10.1      
The Board may amend, suspend or terminate the
Plan, or any portion thereof, at any time and without shareholder approval, subject to those provisions of Applicable Laws, if
any, that require the approval of shareholders
or any governmental or regulatory body, except that shareholder approval will be required for the following types of amendments
to the Plan:


 


		(i)	amendments
                                         to the number of Shares issuable under the Plan, including an increase to a fixed maximum
                                         number of Shares or a change from a fixed maximum number of Shares to a fixed maximum
                                         percentage;



 


		(ii)	any
                                         amendment which reduces the Option Price of an Option that is held by an Insider;



 


		(iii)	any
                                         amendment extending the term of an Option (or a Restricted Share Unit, if applicable)
                                         that is held by an Insider beyond its original expiry date;



 


		(iv)	any
                                         amendments that would result in any limits in this Plan on participation by Insiders,
                                         as set forth in Article IV hereof, being removed or exceeded; and



 


		(v)	amendments
                                         required to be approved by shareholders under Applicable Law.



 


Where
shareholder approval is sought for amendments under subsections (ii) - (iv) above, the votes attached to Shares held directly
or indirectly by Insiders and Associates of Insiders benefiting from the amendment will be excluded.


 


Without
limiting the generality of the foregoing, the Board may make the following types of amendments to the Plan without seeking shareholder
approval:


 


		(a)	amendments
                                         of a “housekeeping” or ministerial nature including, without limiting the
                                         generality of the foregoing, any amendment for the purpose of curing any ambiguity, error
                                         or omission in the Plan or to correct or supplement any provision of the Plan that is
                                         inconsistent with any other provision of the Plan;



 


		(b)	amendments
                                         necessary to comply with the provisions of Applicable Laws;



 


		(c)	amendments
                                         respecting administration of the Plan;



 


		(d)	any
                                         amendment to the vesting provisions of the Plan or any Award;



 


		(e)	any
                                         amendment to the early termination provisions of the Plan or any Award, whether or not
                                         such Award is held by an Insider, provided such amendment does not entail an extension
                                         beyond the original expiry date;



 


		(f)	the
                                         addition of any form of financial assistance by the Corporation for the acquisition by
                                         all or certain categories of Participants of Shares under the Plan, and the subsequent
                                         amendment of any such provision which is more favourable to Participants;



 


		(g)	the
                                         addition or modification of a cashless exercise feature, payable in cash or Shares, which
                                         provides for a full deduction of the number of underlying Shares from the Plan reserve;






    


    - 14 - 


    

		(h)	amendments
                                         necessary to suspend or terminate the Plan in whole or in part; and



 


		(i)	any
                                         other amendment, whether fundamental or otherwise, not requiring shareholder approval
                                         under Applicable Laws.



 


ARTICLE
XI 

MISCELLANEOUS PROVISIONS


 


11.1      
Each Participant shall be solely liable for any
and all federal, state, provincial, local or foreign taxes of any kind (“Taxes”), including but not limited
to income taxes, withholding taxes, social security, pension or other premiums and employment insurance premiums or taxes, arising
in respect of any Awards and/or Shares issued or transferred upon the exercise or settlement thereof. The satisfaction by the
Participant (or the provision therefor to the satisfaction of the Corporation) of all such Taxes shall be a condition precedent
to the grant or award of any Award or the receipt of any payment or Shares pursuant to the terms of the Plan. In the event that
the Corporation (or a Subsidiary, in either case, the “Employer” for purposes of this Section 11.1) is required
to withhold, pay or provide for Taxes as a result of the grant, exercise or settlement of Awards, the issuance or transfer of
Shares or other transaction contemplated under the Plan, the Corporation may require that the Participant make a payment in immediately
available funds to the Employer sufficient to cover all Taxes payable in accordance with Applicable Laws (“Required Taxes”),
in an amount determined by the Corporation in its sole discretion and at the relevant time. Alternatively, the Corporation (or
the Employer) may in its sole discretion satisfy or provide for any such Required Taxes by (i) requiring that the Participant
surrender to the Corporation, or authorize and direct the Corporation to sell, a number of Shares sufficient to generate proceeds
equal to the Required Taxes, (ii) satisfying the Required Taxes from a Participant’s salary or other compensation, or (iii)
any other method acceptable to the Corporation. Each Participant acknowledges that such Participant has satisfied himself or herself
in relation to all tax matters relevant to the acquisition, holding, exercise, disposition and/or transfer of Awards or Shares
in connection with the Plan. It is the Participant’s responsibility to complete and file any tax returns in respect of such
Participant’s participation in the Plan. The Corporation shall not be responsible for any Tax consequences to the Participant
in connection with the Participant’s participation in the Plan.


 


11.2      
This Plan is purely voluntary on the part of
the Corporation and the continuance of this Plan will not be deemed to constitute a contract between the Corporation or its Subsidiaries
and any Employee or other Eligible Person or to be consideration for or a condition of any person acting as a director, officer,
Employee or Service Provider of the Corporation or its Subsidiaries. Neither the adoption of this Plan by the Corporation nor
any action of the Board or the Committee will be deemed to give any person any right to be granted an Award or any of the rights
hereunder.


 


11.3      
Nothing contained in this Plan will be construed
to prevent the Corporation or any of its Subsidiaries from taking any corporate action which is determined by their respective
board of directors to be appropriate or in the best interests of the Corporation or any of its Subsidiaries, whether or not such
action would have an adverse effect on this Plan or any Awards granted under this Plan and no person will have any claim against
the Corporation or any of its Subsidiaries as a result of any such action.


 


11.4      
The holder of an Award will not have any rights
as a shareholder of the Corporation with respect to any of the Shares issuable upon the exercise or settlement of such Award until
such holder will have exercised an Option or a Restricted Share Unit will have been settled in accordance with the terms
of the Plan (including, but not limited to, tendering payment in full of the Option Price of the Shares in respect of which an
Option is being exercised).




    


    - 15 - 


    


11.5      
Nothing in the Plan or any Award will confer
upon any Participant any right to continue in the employ of the Corporation or its Subsidiaries or affect in any way the right
of the Corporation or its Subsidiaries to terminate his or her employment at any time or remove any person from his or her office
or employment at any time; nor will anything in the Plan or any Award be deemed or construed to constitute an agreement, or an
expression of intent, on the part of the Corporation or its Subsidiaries to extend the employment of any Participant beyond the
time which he or she would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation
or any of its Subsidiaries or any present or future retirement policy of the Corporation or any of its Subsidiaries, or beyond
the time at which he or she would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation
or any of its Subsidiaries.


 


11.6      
Nothing in the Plan or any Award will confer
on any Participant who is a Services Optionee or is not an Employee Optionee any right to continue providing ongoing services
to the Corporation or any entity controlled by the Corporation or affect in any way the right of the Corporation or any such entity
to terminate his, her or its contract at any time; nor will anything in the Plan or any Award be deemed or construed as an agreement,
or an expression of intent, on the part of the Corporation or any such entity to extend the time for the performance of the ongoing
services beyond the time specified in the contract with the Corporation or any such entity.


 


11.7      
The Corporation makes no representation or warranty
as to the future market value of any Shares issued in accordance with the provisions of the Plan.


 


ARTICLE
XII 


SHAREHOLDER
AND REGULATORY APPROVAL


 


12.1       
The Plan will be subject to the requisite approval
of the shareholders of the Corporation to be given by a resolution passed at a meeting of the shareholders of the Corporation,
and to acceptance by the Exchange. Any Awards granted prior to such approval and acceptance will be conditional upon such approval
and acceptance being given and no Option may be exercised or Restricted Share Unit settled unless and until such approval and
acceptance is given.





    


     


    


U.S.
Appendix to the Score Media and Gaming Inc. 

Second Amended and Restated Stock Option and 


Restricted
Stock Unit Plan


 


This
Special Appendix sets forth special provisions of the Score Media and Gaming Second Amended and Restated Option and Restricted
Stock Unit Plan (the “Plan”) that apply to Participants that are subject to Section 409A of the United States
Internal Revenue Code of 1986, as amended. Terms defined in the Plan and used herein shall have the meanings set forth in the
Plan document, as amended from time to time.


 


		1.	DEFINITIONS



 


For
purposes of this Special Appendix:


 


		1.1.	“Code”
                                         means the United States Internal Revenue Code of 1986, as amended, and any applicable
                                         United States Treasury Regulations and other binding regulatory guidance thereunder.



 


		1.1.	“Section
                                         409A” means Section 409A of the Code.



 


		1.2.	“US
                                         Taxpayer” means a Participant who is a citizen or permanent resident of the
                                         United States for purposes of the Code or a Participant for whom the compensation under
                                         this Plan would otherwise be subject to income tax under the Code.



 


		2.	COMPLIANCE
                                         WITH SECTION 409A



 


		2.1.	In
                                         General. Notwithstanding any provision of the Plan to the contrary, it is intended
                                         that any payments under the Plan either be exempt from or comply with Section 409A, and
                                         all provisions of the Plan shall be construed and interpreted in a manner consistent
                                         with the requirements for avoiding taxes or penalties under Section 409A. Each US Taxpayer
                                         is solely responsible and liable for the satisfaction of all taxes and penalties that
                                         may be imposed on or for the account of such US Taxpayer in connection with the Plan
                                         or any other plan maintained by the Company (including any taxes and penalties under
                                         Section 409A), and neither the Company nor any Subsidiary of the Company shall have any
                                         obligation to indemnify or otherwise hold such US Taxpayer (or any beneficiary) harmless
                                         from any or all of such taxes or penalties.



 


		2.2.	Exercise
                                         Price. For the avoidance of doubt and notwithstanding anything to the contrary in
                                         Section 7.1 of the Plan or otherwise, any Option issued to a US Taxpayer shall have per
                                         Share exercise price that is no less than “fair market value” on the date
                                         of grant which value shall be determined in accordance with Section 409A of the Code.



 


		2.3.	Adjustments.
                                         Notwithstanding any provision of the Plan or otherwise, any adjustment to an Option issued
                                         to a US Taxpayer shall be made in accordance with the requirements of Section 409A.



 


Amendment
of Appendix


 


3.           
Notwithstanding Section 10.1 of the Plan, the
Board shall retain the power and authority to amend or modify this Special Appendix to the extent the Board in its sole discretion
deems





    


    - 17 - 


    


necessary
or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without the approval of any
US Taxpayer.


 


Grant
of Options to U.S. Employees


 


4.
            The Board is authorised under this Appendix,
in its sole discretion, to issue Options to U.S. residents as nonqualified stock options.


 


5.           
The term of an Option granted to a U.S. residents
or taxpayers may not be extended except in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986 and
the regulations issued thereunder (the “Code”).


 


Grant
of Restricted Stock Units to U.S. Employees


 


6.           
Notwithstanding Section 8.3 of the Plan, all
Shares to be issued pursuant to Restricted Stock Units awarded to U.S. residents or taxpayers shall be issued no later than March
15th in the year following the year of vesting.


 


Options
in Foreign Countries


 


7.           
The Board will have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries
in which the Corporation or its Subsidiaries may operate to assure the viability of the benefits from Options grants to Participants
employed in such countries and to meet the objectives of this Appendix and the Plan.


 


Attachment
Provisions


 


8.           
Participants who are residents of the State of
California will be subject to the additional terms and conditions set forth in Attachment A to this Appendix.


 


Compliance
with Applicable Laws


 


9.           
The terms of this Appendix, the Plan (including
any terms of the Plan that permit adjustments or modifications to the terms of the Plan or any Awards), the Award, and any applicable
Attachment for compliance with the laws of any state shall be interpreted and applied in a manner consistent with all Applicable
Laws, including the requirements under Sections 409A and 424 of the Code.





    


     


    

ATTACHMENT
A 


TO
THE SCORE MEDIA AND GAMING INC. 

SECOND AMENDED AND RESTATED STOCK OPTION AND 


RESTRICTED
STOCK UNIT PLAN 

(FOR CALIFORNIA RESIDENTS ONLY)


 


This
Attachment A to the U.S. Appendix (the “Appendix”) of the Score Media and Gaming Inc. Second Amended and Restated
Stock Option and Restricted Stock Unit Plan (the “Plan”) shall have application only to Participants who are
residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Appendix,
unless otherwise provided in this Attachment. Notwithstanding any provision contained in the Plan to the contrary and to the
extent required by Applicable Laws, the following terms and conditions shall apply to all Awards granted to residents of the State
of California, until such time as the Shares become a “listed security” under the U.S. Securities Act of 1933, as
amended, or otherwise qualify for an exemption from the applicable provisions of the California Code:


 


1.           
If Options are surrendered, terminated or expire
without being exercised, new Options may be granted covering Shares not purchased under such lapsed Options or issued pursuant
to such forfeited Restricted Share Units.


 


2.           
The Option Price for Options shall be at least
100% of the Market Price of the Shares on the date of grant of the Option.


 


3.           
Awards shall be non-transferrable other than
by will or the laws of descent and distribution. Notwithstanding the foregoing, the Committee, in its discretion, may permit distribution
of an Option to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the
trustor (settlor), or by gift to “immediate family” as that term is defined in Rule 16a-1(e) of the U.S. Securities
Exchange Act of 1934, as amended.


 


4.           
Unless employment is terminated for cause, the
right to exercise an Option in the event of termination of employment, to the extent that the Optionee is otherwise entitled to
exercise an Option on the date employment terminates, shall be


 


		(a)	at
                                         least six months from the date of termination of employment if termination was caused
                                         by death or disability (as determined pursuant to Applicable Laws); and



 


		(b)	at
                                         least 30 days from the date of termination if termination of employment was caused by
                                         other than death or disability (as determined pursuant to Applicable Laws);



 


		(c)	but
                                         in no event later than the remaining term of the Option



 


5.           
No Award may be granted to a resident of California
more than ten years after the earlier of the date of adoption of the Appendix by the Board and the date the Appendix is approved
by the shareholders.


 


6.           
Any Option exercised or issuance of Shares pursuant
to an RSU before shareholder approval is obtained shall be rescinded if shareholder approval is not obtained within 12 months before
or after the date of the first grant to a California resident. Such shares shall not be counted in determining whether such approval
is obtained.




    


    - 2 - 


    


7.           
No Option may have an exercise period longer
than ten years from the date the Option is granted.


 


8.           
Upon the occurrence of any event set forth in
Section 9.1 of the Plan, the Board shall make such proportionate adjustments to outstanding Awards and the Plan as required under
Sections 260.140.41 and 260.140.42 of Title 10 of the California Code of Regulations.


 


9.           
The Corporation shall provide annual financial
statements of the Corporation to each California resident holding an outstanding Award under the Plan. Such financial statements
need not be audited and need not be issued to key employees whose duties at the Corporation assure them access to equivalent information.
This Section 9 shall not apply if the Plan (including the Appendix) complies will all conditions of Rule 701 of the Securities
Act of 1933, as amended.