Exhibit
10.30


 


AMENDED AND RESTATED RETENTION
WARRANTS PLAN


JUMPTV INC.,

as amended on May 13, 2009


 


ARTICLE 1


PURPOSE AND INTERPRETATION


 


1.1                               Purpose


 


The purpose of the
Retention Warrants Plan (the “Plan”) is to advance the interests of the
Corporation by (i) providing Eligible Persons with additional incentive; (ii) encouraging
share ownership by Eligible Persons; (iii) increasing the proprietary
interest of Eligible Persons in the success of the Corporation; (iv) encouraging
Eligible Persons to remain with the Corporation or a related entity; and (v) attracting
new employees, officers, directors and consultants to the Corporation or a
related entity.


 


1.2                               Administration


 


(a)                                  This Plan will be administered by the
Board or a committee of the Board duly appointed for this purpose by the Board
and consisting of not less than 2 Directors. 
If a committee is appointed for this purpose, all references to the term
“Board” will be deemed to be references to the committee.


 


(b)                                 Subject to the limitations of this Plan,
the Board has the authority: (i) to issue Retention Warrants to purchase
Common Shares to Eligible Persons; (ii) to determine the terms, including
the limitations, restrictions and conditions, if any, upon such issuances; (iii) to
interpret this Plan and to adopt, amend and rescind such administrative
guidelines and other rules and Regulations relating to this Plan as it may
from time to time deem advisable, subject to required prior approval by any
applicable regulatory authority; and (iv) to make all other determinations
and to take all other actions in connection with the implementation and
administration of this Plan as it may deem necessary or advisable.  The Board’s guidelines, rules, Regulations,
interpretations and determinations will be conclusive and binding upon all
parties.


 


1.3                               Interpretation


 


For the purposes of this
Plan, the following terms will have the following meanings unless otherwise
defined elsewhere in this Plan:


 


(a)                                  “Blackout Expiry Date” has the meaning
set forth in subclause 2.2(a);


 


(b)                                 “Blackout Period” means the period of
time when, pursuant to any self-imposed policies of the Corporation applicable
to a Retention Warrant holder, the Retention Warrant holder is prohibited from
trading in the Corporation’s securities;


 


(c)                                  “Board” means the board of directors of
the Corporation or a committee thereof appointed in accordance with this Plan;


 


(d)                                 “Consultant” has the meaning prescribed
by National Instrument 45-106 Prospectus and
Registration Exemptions (or successor instrument) and, for greater
certainty means, for an issuer, a person other than an employee, executive
officer, or director of the issuer or of a related entity of the issuer, that:


 


(i)            is engaged to provide services to the
issuer or a related entity of the issuer, other than services provided in
relation to a distribution,


 

















 


(ii)           provides the services under a written
contract with the issuer or a related entity of the issuer, and


 


(iii)          spends or will spend a significant amount
of time and attention on the affairs and business of the issuer or a related
entity of the issuer,


 


and includes, 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;


 


(e)                                  “Corporation” means JumpTV Inc.;


 


(f)                                    “Eligible Person” means, subject to the
Regulations and to all applicable law:


 


(i)            any employee, officer, director or
consultant of (i) the Corporation or (ii) any related entity (and
includes any such person who is on a leave of absence authorized by the Board
or the board of directors of any related entity) designated as an Eligible
Person by the Board; and


 


(ii)           at any time from and after the completion
of an initial public offering of the Shares, a Family Trust, Personal Holding
Corporation or Retirement Trust, but for greater certainty, shall not be an
Eligible Person;


 


(g)                                 “Exercise Price” means the price at which
Shares subject to this Plan can be purchased as determined by the Board in
accordance with the Plan;


 


(h)                                 “Family Trust” means a trust, of which at
least one of the trustees is an Eligible Person and the beneficiaries of which
are one or more of the Eligible Person and the spouse, minor children and minor
grandchildren of the Eligible Person;


 


(i)                                     “Holding Entity” means a person that is
controlled by an individual;


 


(j)                                     “Insider” means:


 


(i)            an insider as defined in the Securities Act (Ontario), other than a person who falls
within that definition solely by virtue of being a director or senior officer
of a Subsidiary; and


 


(ii)           an associate, as defined in the Securities Act (Ontario), of any person who is an Insider by
virtue of (i) above;


 


(k)                                  “Participant” means an Eligible Person to
whom or to whose RRSP a Retention Warrant has been granted;


 


(l)                                     “Permitted Assign” means, for a
Participant:


 


(i)            a trustee, custodian or administrator
acting on behalf of, or for the benefit of the person,


 


(ii)           a holding entity of the person,


 


(iii)          an RRSP or a RRIF of the person,


 


(iv)          a spouse of the person,


 


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(v)                                 a trustee, custodian or administrator
acting on behalf of, or for the benefit of the spouse of the person,


 


(vi)                              a holding entity of the spouse of the
person, or


 


(vii)                           an RRSP or a RRIF of the spouse of the
person;


 


(m)                               “Personal Holding Corporation” means a
corporation that is controlled by an Eligible Person and the shares of which
are beneficially owned by the Eligible Person and the spouse, minor children
and minor grandchildren of the Eligible Person;


 


(n)                                 “Retention Warrant” means a warrant
issued by the Corporation pursuant to this Plan to purchase Shares;


 


(o)                                 “Plan” means this incentive compensation
plan providing for the issuance of Retention Warrants to purchase shares, as
amended from time to time;


 


(p)                                 “Regulations” means the regulations made
pursuant to this Plan, as same may be amended from time to time;


 


(q)                                 “Related entity” means any person or
company that controls or is controlled by the Corporation or that is controlled
by the same person or company that controls the Corporation;


 


(r)                                    “Retirement Trust” means a trust governed
by a registered retirement savings plan or a registered retirement income fund
established by and for the benefit of an Eligible Person;


 


(s)                                  “RRSP” means a registered retirement
savings plan as defined in the Income Tax Act
(Canada);


 


(t)                                    “RRIF” means a registered retirement
income fund as defined in the Income Tax Act
(Canada);


 


(u)                                 “Share Compensation Arrangement” means
any stock option, stock option plan, employee stock purchase plan, restricted
share plan or any other compensation or incentive mechanism involving the
issuance or potential issuance of Shares to one or more Eligible Persons,
including a share purchase from treasury which is financially assisted by the
Corporation by way of a loan, guarantee or otherwise;


 


(v)                                 “Shares” means the common shares of the
Corporation or such other class of voting shares of the Corporation for which
the common shares may hereafter be converted or exchanged;


 


(w)                               “Subsidiary” means any corporation that
is a subsidiary of the Corporation as defined in the Securities
Act (Ontario);


 


(x)                                   “Termination Date” means the date on
which a Participant ceases to be an eligible Person;


 


(y)                                 “Transfer” includes any sale, exchange,
assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance,
grant of security interest or other arrangement by which possession, legal
title or beneficial ownership passes from one person to another, or to the same
person in a different capacity, whether or not voluntary and whether or not for
value, and any agreement to effect any of the foregoing;


 


(z)                                   “Trustee” means a person appointed by the
Board to act in the capacity of trustee for the benefit of the Plan;


 


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


 


(bb)                          “U.S. Securities Act” means the United
States Securities Act of 1933, as amended; and


 


(cc)                            “Year” means a fiscal year of the
Corporation, as determined from time to time by the Board.


 


Time shall be of the
essence with respect to this Plan.


 


Words importing the
singular number include the plural and vice versa and words importing the
masculine gender include the feminine.


 


This Plan is to be
governed by and interpreted in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein.


 


1.4                               Numbers


 


The maximum number of
Shares available for issuance pursuant to the exercise of Retention Warrants
issued pursuant to the Plan shall be limited to 2,500,000.  For greater certainty, the maximums set out
herein shall be exclusive of all issuances of warrants made prior to the coming
into effect of this Plan (other than those common share purchase warrants
issued by the Corporation pursuant to its acquisition of the Broadband Network
Business of XOS Technologies, Inc. or issued pursuant to its acquisition
of Cycling Television Limited) as well as any warrants, options, or rights
granted under any other security-based incentive compensation plans of the
Corporation and such warrants, options or rights, as the case may be, shall not
be subject to the terms of this Plan.  No
Insiders may be granted Retention Warrants or are otherwise entitled to a
benefit under this Plan.


 


1.5                               Lapsed Retention Warrants


 


In the event that
Retention Warrants issued under this Plan are surrendered in accordance with
the provisions of this Plan, terminate or expire without being exercised in
whole or in part, the Shares  reserved for
issuance but not purchased under such lapsed Retention Warrants shall be
available for subsequent Retention Warrants to be issued under Plan.


 


ARTICLE 2


RETENTION WARRANTS PLAN


 


2.1                               Issuance


 


(a)                                  Subject to the terms of this Plan, the
Board will have the authority to determine the limitations, restrictions and
conditions, if any, in addition to those set out in this Plan, applicable to
the exercise of a Retention Warrant, including, without limitation, the nature
and duration of the restrictions, if any, to be imposed upon the sale or other
disposition of Shares acquired upon exercise of the Retention Warrant, and the
nature of the events, if any, and the duration of the period in which any Participant’s
rights in respect of Shares acquired upon exercise of a Retention Warrant may
be forfeited.  An Eligible Person and
Eligible Person’s RRSP or RRIF may be issued Retention Warrants on more than
one occasion under this Plan.


 


(b)                                 The effective date of any issuance of
Retention Warrants pursuant to this Plan shall be the date on which the Board
approves such issuance, whether at a meeting of the Board or by written
resolution.


 


(c)                                  Subject to the Regulations, the aggregate
number of securities available for issuance under the Plan to any one Eligible
Person and an RRSP or an RRIF of which that person is an annuitant, will be 5%
of the Shares outstanding at the time of the grant (on a non-diluted basis).


 


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(d)                                 With respect to any Retention Warrants
granted to a “covered individual”, as defined in Section 162(m)(3) of
the United States Internal Revenue Code of 1986, as amended
(the “Code”), the award shall be made by a
committee of the Board that constitutes a “compensation committee” within the
meaning of Section 162(m).


 


2.2                               Exercise of Retention Warrants


 


(a)                                  Retention Warrants issued must be
exercised no later than 5 years after the date of the issuance or such lesser
period as the applicable issuance, the Regulations or the provisions of this
Plan may require (the “Expiry Date”): provided, however, in the event that a
Retention Warrant is scheduled to expire or terminate during or within 10
business days following a Blackout Period, the Expiry Date shall be the date
that is the tenth business day following the date of expiry of the Blackout
Period (the “Blackout Expiry Date”).  If
a new Blackout Period is imposed prior to the Blackout Expiry Date, the
Blackout Expiry Date shall be the date that is the tenth business day following
the date of expiry of the new Blackout Period.


 


(b)                                 The Board may determine when any
Retention Warrant will become exercisable and may determine that the Retention
Warrant will be exercisable in installments.


 


(c)                                  No fractional Shares may be issued and
the Board may determine the manner in which fractional Share value will be
treated.


 


(d)                                 Not less than 100 Shares may be purchased
at one time except where the remainder totals less than 100.


 


2.3                               Exercise Price of Retention
Warrants


 


Subject to the applicable
rules of any stock exchange or quotation system on which the Shares may be
listed from time to time, the Board will establish the Exercise Price of a
Retention Warrant at the time each Retention Warrant is granted on the basis of
the closing market price of the Shares on the market with the largest trading
volume of the Shares on the last trading date preceding the date of the
issuance.  If there is no trading market
for the Shares, the Board will in good faith determine the Exercise Price of a
Retention Warrant based on the fair market value of the Shares on the date of
the issuance.  If the Retention Warrant
is to be issued on a pre-determined date in the future, the Exercise Price of a
Retention Warrant will be the weighted average trading price, rounding up to
the nearest cent, of the Shares on the stock exchange or quotation system upon
which any shares of the Corporation are then listed and posted or quoted for
trading for the five trading dates preceding the date of the issuance.  In all instances, the Exercise Price shall be
no lower than fair market value, as determined under Section 409A of the
Code.


 


2.4                               Issuance to Participant’s RRSP or
RRIF


 


Upon written notice from
the Participant, any Retention Warrant that might otherwise be issued to that
Participant will be issued, in whole or in part, to an RRSP or an RRIF
established by and for the sole benefit of the Participant.  The determination of whether and the extent
to which a Participant is entitled by applicable tax law to contribute
Retention Warrants to the Participant’s RRSP or RRIF shall be the
responsibility of the Participant.


 


2.5                               Termination, Retirement, Death or
Departure


 


(a)                                  Subject to subsection (c), if a
Participant ceases to be an Eligible Person for any reason whatsoever other
than death, each Retention Warrant held by the Participant, the Participant’s
Permitted Assigns, or the Participant’s RRSP or RRIF will cease to be
exercisable 90 days after the Termination Date. 
If any portion of a Retention Warrant has not vested by the Termination
Date, that portion of a Retention Warrant may not under any circumstances be
exercised by the Participant’ the Participant’s Permitted Assigns or the
Participant’s RRSP or RRIF.  This
subsection (a) will apply regardless whether the Participant received
compensation in respect of dismissal or was entitled to a period of notice of


 


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termination which would
otherwise have permitted a greater portion of the Retention Warrant to vest in
the Participant, the Participant’s Permitted Assigns or the Participant’s RRSP
or RRIF.


 


(b)                                 If a Participant dies, the legal
representatives of the Participant may exercise the Participant’s Retention
Warrants, the Participant’s Permitted Assign’s Retention Warrants and the
participant’s RRSP Retention Warrants or RRIF Retention Warrants within 120
days after the date of the participant’s death but only to the extent the
Retention Warrants were by their terms exercisable on the date of death.


 


(c)                                  In the event that a Participant’s
employment, consultancy or directorship, as applicable, is terminated by the
Corporation for cause (as defined in such Participant’s employment or
consulting agreement, as applicable), such Participant’s Retention Warrants and
its Permitted Assign’s Retention Warrants, whether vested or otherwise, shall
immediately terminate.  Notwithstanding
the foregoing or anything to the contrary herein, the Board shall have
discretion to permit such Participant and its Permitted Assigns to exercise the
vested portion of such Participant’s Retention Warrants (as of the termination
date).  The Board shall have a period of
30 days to exercise its discretion to permit the exercise of such Participant’s
Retention Warrants and in the event of such exercise of discretion, the
Retention Warrants shall be deemed not to have been terminated as of the
termination date of the Participant’s employment, consultancy or directorship,
as applicable.


 


2.6                               Retention Warrant Agreements


 


Each Retention Warrant
must be confirmed, and will be governed, by an agreement (a “Retention Warrant
Agreement”) substantially in the form of Schedule “A” attached hereto (as the
same may be amended from time to time by the Regulations) and signed by the
Corporation.


 


2.7                               Payment of Retention Warrant
Price


 


Subject to section 2.9,
the exercise price of each Share purchased pursuant to the exercise of a
Retention Warrant must be paid in full by bank draft or certified cheque at the
time of exercise, and upon receipt of payment in full, but subject to the terms
of this Plan, the number of Shares in respect of which the Retention Warrant is
exercised will be duly issued as fully paid and non-assessable.


 


2.8                               Cashless Exercise


 


If the Shares are listed
and posted for trading on a stock exchange or market, a Participant may elect “cashless”
exercise in a notice of exercise if the Shares issuable on exercise are to be
immediately sold.  In such case, the
Participant will not be required to deliver to the Corporation the certified
cheque or bank draft referred to in section 2.7. Instead the following
procedure will be followed, as detailed in a Cashless Exercise Instruction Form to
be provided by the Corporation and completed by the Participant:


 


(a)                                  the Participant will instruct a broker
selected by the Participant to sell through the exchange or market on which the
Shares are listed or quoted the Shares issuable or exercise of a Retention
Warrant, as soon as possible and the then applicable bid price of the Shares;


 


(b)                                 on the settlement date for the trade, the
Corporation will direct its registrar and transfer agent to issue a certificate
in the name of the broker (or as the broker may otherwise direct) for the
number of Shares issued on exercise of the Retention Warrant, against payment
by the broker to the Corporation of the exercise price for such Shares; and


 


(c)                                  the broker will deliver to the
Participant the remaining proceeds of sale, net of the brokerage commission.


 


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2.9                               Withholding


 


If the Corporation in its discretion determines that
the satisfaction of taxes, including withholding tax, or other withholding
liabilities is necessary or desirable in respect of the exercise of any
Retention Warrant, the exercise of the Retention Warrant is not effective
unless such taxes have been paid or withholdings made to the satisfaction of
the Corporation.  At its discretion, the
Corporation may require a Participant to pay to the Corporation, in addition to
the exercise price for the number of Shares in respect of which the Retention
Warrant is exercised, any amount as the Corporation is obliged to remit to the
relevant taxing authority in respect to the exercise of the Retention
Warrant.  Any such additional payment is
due no later than the date on which any amount with respect to the Retention
Warrant exercised is required to be included in the gross income of the
Participant for tax purposes.  If the
Corporation does not withhold any amount from the exercise of the Retention
Warrant sufficient to satisfy the withholding obligation of the Corporation,
such Participant agrees it will make reimbursement on demand, in cash, for the
amount withheld.


 


ARTICLE 3

GENERAL


 


3.1                               Right to Exercise Retention
Warrants in connection with a Proposed Transaction


 


(a)                                  If there is a Take-over Bid or Issuer Bid
(other than a “Normal Course” Issuer Bid) made for all or any of the issued and
outstanding Shares, then the Board may, in its sole discretion, by resolution
permit any or all unvested Retention Warrants outstanding under the Plan to
become immediately exercisable (subject to any limitation the Board of
Directors may impose) in order to permit Shares issuable under such Retention
Warrants to be tendered to such bid.


 


(b)                                 There shall be no automatic vesting of
unvested Retention Warrants in the event of a Change of Control (as defined
below) unless otherwise agreed in a Participant’s employment or consulting
agreement; however, the Board may, in its sole discretion, by resolution permit
any or all unvested Retention Warrants of any or all Participants outstanding
under the Plan to become immediately exercisable (subject to any limitations
the Board may impose) in the event of a Change of Control.  For the purposes of this provision , a “Change
of Control” will be deemed to have occurred when:


 


(i)            a person (which includes a partnership or
corporation) acting alone or jointly or in concert with others, acquires
beneficial ownership of voting securities of the Corporation which, together
with voting securities of the Corporation already owned by such person or
persons, constitutes in the aggregate 50% or more of the outstanding voting
securities of the Corporation (for greater certainty, an initial public
offering of the Corporation’s Shares will not constitute a Change of
Control).  A person who is principally
engaged in the business of managing investment funds for unaffiliated
securities investors and, as a part of such person’s duties for fully managed
accounts, holds or exercises voting power over voting securities of the
Corporation, will not, solely by reason thereof, be considered to be a
beneficial owner of such voting securities;


 


(ii)           the Corporation agrees to amalgamate,
consolidate or merge with another body corporate;


 


(iii)          any resolution is passed or any action or
proceeding is taken with respect to the liquidation, dissolution or winding up
of the Corporation; or


 


(iv)          the Corporation decides to sell, lease,
or otherwise dispose of all, or substantially all, of its assets.


 


All unvested Retention Warrants held by an Eligible
Person shall vest immediately in the event that such Eligible Participant’s
employment or consultancy is terminated at any time prior to the expiry date of
such Retention Warrants by virtue of, or in connection with, a Change of
Control, except in the


 


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case of termination for cause of such Eligible
Participant’s employment or consultancy (in which case such Retention Warrants
shall not vest).


 


3.2                               Acceleration or Waiving of Vesting
Periods


 


The Board shall not
accelerate or waive vesting periods of any Retention Warrants issuable under
the Plan except pursuant to the provisions of this Plan in the case of death,
disability, retirement or Change of Control (the “Permitted Grounds”).  If the Board or any committee of the Board
accelerates or waives the vesting period for any reason other than the
Permitted Grounds, the number of Retention Warrants in respect of which vesting
is to be accelerated or waived for purposes other than the Permitted Grounds
shall be limited to 10% of the securities authorized for issuance under the
Plan.


 


3.3                               Prohibition on Transfer of
Retention Warrants


 


Retention Warrants are
personal to each Eligible Person and its Permitted Assigns.  No Eligible Person may deal with any
Retention Warrants or any interest in them or Transfer any Retention Warrants
now or hereafter held by the Eligible Person except in accordance with the
Plan.  A purported Transfer of any
Retention Warrants in violation of the Plan will not be valid and the
Corporation shall not issue any Share upon the attempted exercise of improperly
Transferred Retention Warrants.


 


3.4                               Prohibition on Transfer of Shares


 


No Participant will, upon
exercise of a Retention Warrant, deal with any Share or any interest in it or
Transfer any Share now or hereafter held by the Participant, the Participant’s
Permitted Assigns or the Participant’s RRSP or RRIF except in accordance with
the Articles of the Corporation.


 


3.5                               Capital Adjustments


 


If there is any change in
the outstanding Shares by reason of a stock dividend or split,
recapitalization, consolidation, combination or exchange of shares, or other
fundamental corporate change, the Board will make an appropriate substitution
or adjustment in (i) the exercise price of any unexercised Retention
Warrants under the Plan; (ii) the number or kind of shares or other
securities reserved for issuance pursuant to this Plan; and (iii) the
purchase price of those shares subject to unexercised Retention Warrants theretofore
granted under the Plan, and in the exercise price of those unexercised
Retention Warrants; provided, however, that no substitution or adjustment will
obligate the Corporation to issue or sell fractional Shares.  In the event of the reorganization of the
Corporation or the amalgamation or consolidation of the Corporation with
another corporation, the Board may make such provision for the protection of
the rights of Eligible Persons, Participants and their RRSPs or their RRIFs as
the Board in its discretion deems appropriate. 
The determination of the Board, as to any adjustment or as to there
being no need for adjustment, will be final and binding on all parties.


 


3.6                               Non-Exclusivity


 


Nothing contained herein
will prevent the Board from adopting other or additional compensation
arrangements for the benefit of any Eligible Person or Participant, subject to
any required regulatory or shareholder approval.


 


3.7                               Amendment and Termination


 


(a)          The Board may, at any time and from time
to time, amend, suspend or terminate the Plan without shareholder approval,
provided that no such amendment, suspension or termination may be made without
obtaining any required approval of any regulatory authority or stock exchange
or the consent or deemed consent of a Retention Warrant holder where, in the
case of a Retention Warrant holder such amendment, suspension or termination
materially prejudices the rights of the Retention Warrant holder.


 


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(b)         Notwithstanding the provisions of Section 3.7(a),
the Board may not, without the approval of the shareholders of the Corporation,
make amendments to the Plan for any of the following purposes:


 


(i)    to increase the maximum number of Common Shares
issuable under the Plan;


 


(ii)   to reduce the Exercise Price of Rights for the benefit
of an Insider;


 


(iii)  to extend the period for which the Retention Warrants
are exercisable in respect of Rights for the benefit of an Insider; and


 


(iv)  to amend the provisions of this Section 3.7(b).


 


(c)          The Board may, at any time and from time to time,
without the approval of the shareholders of the Corporation, amend any term of
any outstanding Retention Warrant, provided that:


 


(i)    any required approval of any regulatory authority or
stock exchange is obtained;


 


(ii)   if the amendments would reduce the Exercise Price or
extend the period for which the Retention Warrants are exercisable in respect
of Retention Warrants granted to Insiders, approval of the shareholders of the
Corporation must be obtained;


 


(iii)  the Board would have had the authority to initially
grant the Retention Warrants under the terms so amended; and


 


(iv)  the consent or deemed consent of the Retention
Warrants holder is obtained if the amendment would materially prejudice the
rights of the Retention Warrants holder.


 


(d)         If this Plan is terminated pursuant to section 3.7(a) hereof
or otherwise, the provision of this Plan and any administrative guidelines, and
other rules and Regulations adopted by the Board and in force at the time
of this Plan, will continue in effect as long as any Retention Warrants under
the Plan or any rights pursuant thereto remain outstanding.  However, notwithstanding the termination of
the Plan, the Board may make any amendments to the Plan or the Retention Warrants
it would be entitled to make if the Plan were still in effect.


 


(e)          Where shareholder approval of an amendment is required
pursuant to this section 3.7, such shareholder approval may be given by way of
confirmation at the next meeting of shareholders after the amendment is made,
provided that no Retention Warrants may be exercised pursuant to the amended
terms prior thereto.


 


3.8                               Restrictions on Awards


 


The maximum number of
Common Shares that:


 


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(a)          may be reserved for issuance to Insiders
pursuant to the Plan and any other previously established or proposed Share
Compensation Arrangement is 10% of the number of Common Shares outstanding;


 


(b)         may be issued to Insiders under the Plan
and any other previously established or proposed Share Compensation Arrangement
within a one-year period is 10% of the number of Common Shares outstanding; and


 


(c)          may be issued to any one Insider under
the Plan and any other previously established or proposed Share Compensation
Arrangement within a one-year period is 5% of the number of Common Shares
outstanding.


 


If a
proposed Share Compensation Arrangement, together with all of the Corporation’s
other previously established or proposed Share Compensation Arrangements, could
result, at any time, in the number of shares reserved for issuance pursuant to
stock options granted to Insiders exceeding 10% of the outstanding issue, the
Share Compensation Arrangement must be approved by a majority of the votes cast
at the shareholders’ meeting other than votes attaching to securities
beneficially owned by Insiders.


 


For
the purposes of this Section 3.8, holders of non-voting and subordinate
voting shares must be entitled to vote with the holders of any class of shares
of the Corporation which otherwise carry greater voting rights, on a basis
proportionate to their respective residual equity interests in the Corporation.


 


3.9                               Compliance with Legislation


 


(a)                                  The Board may postpone or adjust any
exercise of any Retention Warrants or the issue of any Shares pursuant to this
Plan as the Board in its discretion may deem necessary in order to permit the
Corporation to effect or maintain registration of this Plan or the Shares
issuable pursuant thereto under the securities laws of any applicable
jurisdiction, or to determine that the Shares and this Plan are exempt from
such registration.  The Corporation is
not obligated by any provision of this Plan or any grant hereunder to sell or
issue Shares in violation of any applicable law.  In addition, if the Shares are listed on a
stock exchange, the Corporation will have no obligation to issue any Shares
pursuant to this Plan unless the Shares have been duly listed, upon official
notice of issuance, on a stock exchange on which the Shares are listed for
trading.


 


(b)                                 Without limiting the generality of Section 3.9(a),
with regard to Participants who are residents of the United States, the Board
may administer this Plan in accordance with Rule 701 or Rule 506 of
Regulation D under the U.S. Securities Act or otherwise in accordance with the
advice of counsel, and in accordance with applicable state securities
laws.  Each certificate representing
Shares acquired in accordance with this Section 3.9(b) shall bear one
or more legends making appropriate reference to the restrictions imposed under
applicable securities laws with regard to such Shares.


 


3.10                        Effective Date


 


This Plan will
become effective immediately upon approval of the Board, subject to any
required regulatory and shareholder approval.


 


3.11                        Record Keeping


 


The
Corporation shall maintain a register in which shall be recorded:


 


(a)                                  the name and address of each Participant
in the Plan; and


 


10

















 


(b)                                 the number of Retention Warrants issued
to a Participant and the number of Retention Warrants outstanding.


 


11

















 


RETENTION WARRANTS PLAN


REGULATIONS


 


1.               In these Regulations, words defined in this Plan and
not otherwise defined herein will have the same meaning as set forth in this
Plan.


 


2.               A Participant will cease to be an Eligible Person on
the earliest to occur of:


 


(a)          the date of the Participant’s
termination, retirement or cessation of employment with or engagement by the
Corporation or any of its related entities;


 


(b)         the date of the Participant’s death; and


 


(c)          the date on which the Participant
otherwise fails to meet the criteria set forth under the definition of an
Eligible Person.


 


3.               If the legal representative of a Participant who has
died exercises the Retention Warrant of the Participant or the Participant’s
RRSP or RRIF in accordance with the terms of the Plan, the Corporation will
have no obligation to issue the Shares until evidence satisfactory to the
Corporation has been provided by the legal representative that the legal
representative is entitled to purchase the Shares under this Plan.


 


12

















 


Schedule “A”
to Retention Warrants Plan


 


PERSONAL
AND CONFIDENTIAL


 


200


 


<<Name and Address of Retention Warrant holder>>


 


Dear <<First Name>>


 


The Retention Warrants Plan (the “Plan”) governing the issuance of
retention warrants (“Retention Warrants”) to purchase common shares (“Shares”)
of JumpTV Inc. (the “Corporation”) permits the board of directors (the “Board”)
of the Corporation to issue Retention Warrants to officers, employees and
certain others whose contribution to the Corporation are significant.  In recognition of your future and continuing
contribution to the Corporation and in order to permit you to share in enhanced
value that you will help to create, the Board is pleased to issue you, as of
<<Date of Issue>> Retention
Warrants to purchase Shares of the Corporation. 
This agreement (the “Agreement”) is granted on the basis set out in this
letter, and is subject to the Plan.  This
Agreement and the Plan are referred to collectively as the “Documents”.  All capitalized terms not otherwise defined
are to bear the meaning attributed to them in the Plan, a copy of which is
attached hereto as Schedule “A”.


 


The total number of Shares that you may purchase pursuant to this
Agreement is: <<Amount>>


 


The price you must pay for each Share to be acquired on the exercise of
the Retention Warrants is: <<Price>>


 


Your Retention Warrants will vest and are exercisable in the following
manner:


 


	
  Vesting
  Date

  	
  Percentage
  of Retention Warrants Exercisable

  	
  Expiry
  Date

  
	
   

  	
  On
  or After Vesting Date

  	
   

  
	
   

  	
   

  	
   

  
	
  .

  	
  .

  	
  .

  



 


Subject to earlier expiration in accordance with the Documents, your
rights to purchase Shares pursuant to this Retention Warrant will expire at
5:00 p.m. on <<ExpiryDate>> (unless
such expiration falls within a Blackout Period, in which case the your rights
to purchase Shares will expire on the Blackout Expiry Date).


 


The Retention Warrants may be exercised in whole or in part in respect
of vested Retention Warrants at any time prior to expiry of the relevant
Retention Warrants.  The Retention
Warrants may not be exercised in amounts less than 100 Shares in the case of
any one exercise unless that exercise would entirely exhaust the Retention
Warrants.


 


You may exercise your vested Retention Warrants at any time before the
Expiry Date, or in the Blackout Expiry Date, as the case may be, by delivering
to the Corporation a completed exercise notice (similar to the attached
Schedule ‘B”) together with cash or a certified cheque payable to “JumpTV Inc.”
in the amount of the total Exercise Price Per Retention Warrant of the number
of Shares being purchased.  No fractional
Shares will be issued upon exercise of Retention Warrants, and the Corporation
will satisfy such fractional interest by paying a cash adjustment in an amount
equal to the same fraction of the exercise price.


 


13

















 


All decisions made by the Board with regard to any questions arising in
connection with the Documents, whether of interpretation or otherwise, will be
binding and conclusive on all parties.


 


This Agreement is personal and may not be sold, pledged, transferred or
encumbered in any way.  There are
restrictions on the transfer of Shares issued to you pursuant to the Plan.  As well, restrictions apply in connection
with cessation of engagement.  Complete
details of these restrictions are set out in the Plan.


 


This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.


 


Please acknowledge your acceptance of this Agreement by signing where
indicated below on the enclosed copy of this letter and returning the signed
copy to the Corporation, attention Human Resources.  By signing and delivering this copy, you are
agreeing to be bound by all terms of the Documents.


 


	
  Yours
  truly,

  	
   

  
	
   

  	
   

  
	
  JumpTV
  Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signing Officer

  	
   

  
	
   

  	
   

  
	
  I
  have read and agree to be bound by this letter.

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  Name:

  	
   

  	
   

  
	
  (Printed)

  	
   

  	
   

  
				



 


14

















 


Schedule
B to Retention Warrants Plan


 


RETENTION
WARRANT EXERCISE NOTICE


 


To: JumpTV Inc. (the “Corporation”)


 


The undersigned hereby irrevocably elects to exercise Retention
Warrants for the number of common shares in the capital of the Corporation as
set forth below:


 


	
  (a)

  	
  number
  of common shares to be acquired:

  	
   

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Retention
  Warrant exercise price per common share:

  	
  $

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  total
  purchase price [(a) time (b)]:

  	
  $

  



 


and hereby tenders to the Corporation cash / a certified cheque (circle one) for the total purchase price for the common
shares, and directs the Corporation to register the common shares and issue a
certificate therefor, as set forth below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name
  of Registered Holder – please print)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address
  of Registered Holder – please print)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


DATED this
                  
day of
                                          ,
                          .


 


 


	
  WITNESS:

  	
   

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature
  of Witness

  	
  )

  	
  (Signature
  of Retention Warrant Holder)

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  (Name
  of Retention Warrant Holder – please print)

  



 


15