OTHER MATTERS
Transfer Agent
Computershare Investor Services Ltd. located
at 3rd Floor, 510 Burrard Street, Vancouver, BC, V6C 3B9, Canada,
is the transfer agent for the Company's shares of Common Stock.
Voting
A Shareholder may vote their shares via
telephone by calling: 1-866-732-VOTE (8683) Toll Free or via the internet at
www.investorvote.com. To vote by telephone or internet you will need your
control number listed on the proxy card.
Action on Other
Matters
The board of directors knows of no other
matters to be brought before the shareholders at the Annual Meeting. In the
event other matters are presented for a vote at the Annual Meeting, the
proxy holders will vote shares represented by properly executed proxies in
their discretion in accordance with their judgment on such matters.
At the Annual Meeting, management will
report on the Company's business and shareholders will have the opportunity
to ask questions.
KIDOZ INC.
(Previously Shoal Games Ltd.)
By Order of the Board of Directors
/s/ "J. M. Williams"
/s/ "E. Ben Tora
J. M.
Williams
E. Ben Tora
Co-Chief Executive
Officer
Co-Chief Executive Officer
Anguilla, British West Indies
October 8, 2019
Page 18
SCHEDULE "A"
KIDOZ INC.
(Previously Shoal Games Ltd.)
Disclosure of Corporate Governance
Practices
DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES
1. Board of Directors
Disclose the identity of the directors
who are independent.
Of the seven proposed members of the Board
of Directors, four members are considered by the Board to be independent
Directors. In reaching this conclusion, the Board of Directors took the view
that C. Kalborg, F. Curtis, J. Mandelbaum, and M. David are independent
directors.
Disclose the identity of directors who
are not independent, and describe the basis for that determination.
T. M. Williams, the Executive Chairman of
the Company, J. M. Williams and Mr. Eldad Ben Tora, The Co-CEO's, are
members of management and, accordingly, are not considered to be independent
of the Company.
If a director is presently a director of
any other issuer that is a reporting issuer (or the equivalent) in a
jurisdiction of Canada or a foreign jurisdiction, identify both the director
and the other issuer.
Josef Mendelbaum is a director of the TSX-V
listed company Zoomd Ltd. There is no other director who is a director of
any other issuer.
2. Board Mandate
Disclose the text of the board's written
mandate. If the board does not have a written mandate, describe how the
board delineates its role and responsibilities.
The Board of Directors is responsible for
supervising the management of the business and affairs of the Company and to
act with a view to the best interests of the Company. The Board of Directors
has adopted a written mandate to formalize its oversight responsibilities, a
copy of which is attached to this circular as Appendix "I". The Board of
Directors' mandate is fulfilled in part through its standing Audit
Committee, Corporate Governance and Compensation Committee. The Board
discharges its responsibilities directly and indirectly through these three
standing committees, and acts with a view to the best interests of the
Company and its shareholders with the primary objective of creating value
for its shareholders commensurate with a recognition of the Company's
obligations to its other stakeholders including its licensors and employees.
At no less than quarterly meetings, the
members of the Board (i) review and discuss operational, financial and other
reports which they have received in advance of the meeting; (ii) receive
reports from the Chief Executive Officer; (iii) discuss issues and
developments relating to current Company business; (iv) receive and discuss
reports from the committees of the Board; and (v) approve and make such
recommendations as are appropriate and required. In addition, at least once
a year the Board reviews the annual business plan of the Company.
All major decisions involving material
contracts, acquisitions, divestitures, significant capital expenditures,
investments and strategic alliances are subject to approval by the Board. As
well, any decisions concerning the Company's capital, the issue,
appointments to Board committees and the approval of all continuous and
public disclosure documents are made by the Board.
In fulfilling its mandate, the Board of
Directors, directly or through one of its committees, is responsible for the
following:
-
The adoption of a strategic planning
process for the Company;
-
The identification of the principal risks of the Company's business and
ensuring the implementation of appropriate systems and management of
these risks by undertaking thorough reviews of operations, sales,
marketing reports, Audit Committee reports and findings of the Company's
external auditors to identify the principal risks to the Company's
business
-
Succession planning for the Company including the appointment, training
and monitoring of senior management; and
-
The integrity of the Company's
internal control and management information systems.
3. Position Descriptions
Disclose whether or not the board has
developed written position descriptions for the chair and the chair of each
committee. If the board has not developed written position descriptions for
the chair and/or the chair of each board committee, briefly described how
the board delineates the role and responsibilities of each such position.
Pursuant to the Board's written mandate, the
Board is responsible for developing position descriptions for the Chair of
the Board and the chair of each Board committee:
The Chairman of the Board is responsible for
overseeing the performance by the Board of its duties, for communicating
periodically with Committee chairs regarding the activities of their
respective Committees, for assessing the effectiveness of the Board as a
whole as well as individual Board members and for overseeing the management
of the Company's business.
The Chairman of the Audit Committee is
responsible for overseeing the performance by the Audit Committee of its
duties, for
Page A-1
assessing the effectiveness of the Audit Committee and
individual committee members and for reporting periodically to the Board.
The Chairman of the Corporate Governance
Committee is responsible for overseeing the performance by the Corporate
Governance Committee of its duties, for assessing the effectiveness of the
Corporate Governance Committee and individual committee members and for
reporting periodically to the Board.
The Chairman of the Compensation Committee
is responsible for overseeing the performance by the Compensation Committee
of its duties, for assessing the effectiveness of the Compensation Committee
and individual committee members and for reporting periodically to the
Board.
Disclose whether or not the board and
CEO's have developed a written position description for the CEO. If the
board and CEO's have not developed such a position description, briefly
describe how the board delineates the roles and responsibilities of the
CEO's.
The Company's Co-Chief Executive Officers
are the principal officers of the Company and are charged with the
responsibility for managing the strategic and operational agenda of the
Company and for the execution of the directives and policies of the Board of
Directors. The roles and responsibilities of the Co-Chief Executive Officers
include, among other things:
-
developing, together with the Board of
Directors, the Company's strategic direction;
-
directing the overall business
operations of the Company;
-
ensuring that the Board of Directors is
kept appropriately informed of the overall business operations of the
Company and major issues facing the Company;
-
having responsibility for the day-to-day
operations of the Company, including the annual planning process,
capital management, financial management, acquisitions, divestitures,
etc., all of which must be accomplished within the strategic framework
of the Company established by the Board of Directors;
-
representing the Company to its major
shareholders, including investment and financial communities,
governments, customers and the public;
-
bringing the following material
decisions to the Board of Directors for their review and approval: (i)
disposition of assets other than in the ordinary and normal course of
business; (ii) acquisition of assets or the assumption of any
commitment, obligation or liability other than in the ordinary and
normal course of business; (iii) issuance or sale of securities of the
Company; (iv) redemption or repurchase of securities of the Company; (v)
declaration or payment of a dividend or other distribution in respect of
any securities of the Company; (vi) any transaction, contract,
agreement, undertaking or arrangement with a person with whom the
Company does not act at arm's length; and (vii) any other transaction,
contract, agreement, undertaking, commitment or arrangement, not in the
ordinary and normal course of business which is or would be material in
relation to the Company; and
-
presenting to the Board of Directors any
material business issues resulting from communications with
shareholders.
4. Orientation and Continuing Education
Briefly describe what measures the board
takes to orient new directors regarding
i.
The role of the board, its committees and its directors; and
ii.
The nature and operation of the issuer's business.
No formal orientation program has been
developed by the Board. However, new directors have the opportunity to meet
with and participate in work sessions with senior management to obtain
insight into the operations of the Company. It is expected that new
directors will generally have been executives with extensive business or
other senior level experience and have directorship responsibilities on
other public and private company boards and institutions. Orientation for
these individuals is provided through a review of past Board of Director
materials and other private and public documents concerning the Company.
Given the level of experience of those joining the Board and the relatively
short history of the Company, a formal orientation and education program has
not been viewed as necessary.
Briefly describe what measures, if any, the
board takes to provide continuing education for its directors. If the board
does not provide continuing education, describe how the board ensures that
its directors maintain the skill and knowledge necessary to meet their
obligations as directors.
The Company has no formal policy of
providing professional development courses to Board members, though
educational sessions are occasionally presented to the Board by the
Company's outside advisors. Board members are experienced business people
with in-depth knowledge of the industry in which the Company operates. The
Company will engage consultants on an as-needed basis to make presentations
to the Board on matters relevant to the Company.
5. Ethical Business Conduct
Disclose whether or not the board has
adopted a written code for the directors, officers and employees. If the
board has adopted a written code disclose how a person or company may obtain
a copy of the code;
On December 21, 2006, the Board adopted a
new Code of Business Conduct and Ethics (the "Code"), which applies to the
Company's directors, officers and employees. The Code was adopted to further
strengthen the Company's internal compliance program. The Code addresses
among other things, honesty and integrity, fair dealing, conflicts of
interest, compliance with laws, regulations and policies,
Page A-2
including
disclosure requirements under the federal securities laws, and
administration of the code. The code is available at the Company's website
at https://investor.kidoz.net in the Corporate section under Corporate
Governance. A copy of our Code of Ethics is available upon request at no
charge to any shareholder.
Describe how the board monitors compliance
with its code, or if the board does not monitor compliance, explain whether
and how the board satisfies itself regarding compliance with its code;
The Board is ultimately responsible for the
implementation and administration of the Code of Business Conduct and Ethics
and, given the nature and size of the Company, the Board is of the view that
it can effectively monitor the day-to-day implementation and administration
of the Code.
Provide a cross-reference to any material
change report filed since the beginning of the issuer's most recently
completed financial year that pertains to any conduct of a director or
executive officer that constitutes a departure from the code.
There are no such reports.
Describe any steps the board takes to
ensure directors exercise independent judgment in considering transactions
and agreements in respect of which a director or executive officer has a
material interest.
A director or officer of the Company must
declare the nature of any interest that he or she has in a material
contract, whether made or proposed, with the Company. Following such a
declaration, Board members will abstain from voting on any resolution in
which they may have a potential conflict of interest.
Describe any other steps the board takes to
encourage and promote a culture of ethical business conduct.
The Board monitors management on a regular
basis. The Company is dedicated to the maintenance of good corporate
governance and ethical business conduct. In particular, the Board takes
special efforts, and engages outside counsel where necessary, to ensure that
all legal and stock exchange requirements are addressed in a timely and
effective manner. The Board is responsible for ensuring the independent
functioning of the Board and ensuring the integrity of the Company's
internal control and management function.
6. Compensation
Describe the process by which the board
determines the compensation for the issuer's directors and officers.
The Compensation Committee recommends
compensation policies to the Board and sets the compensation of the Co-Chief
Executive Officers of the Company. The Committee's guiding philosophy is to
establish executive compensation based on corporate performance.
If the board has a compensation committee,
describe the responsibilities, powers and operation of the compensation
committee.
The mandate of the Compensation Committee is
to establish and monitor the Company's policies for attracting, retaining,
developing and motivating senior employees. The compensation policies are
designed to support the Company's strategic objectives, ensure that
incentive programs are designed to motivate senior managers to achieve or
exceed corporate objectives and to enhance shareholder value and to ensure
that there is reasonable consistency in the application of the compensation
policies. The Company's responsibilities include reviewing annually the
performance of the Co-Chief Executive Officers (or more frequently if deemed
necessary by the Compensation Committee), setting the Co-Chief Executive
Officer's compensation and, in consultation with the Co-Chief Executive
Officer, establishing his personal objectives, reviewing the performance and
approving the compensation of executive officers of the Company on the
recommendation of the Co-Chief Executive Officer, establishing incentive
compensation programs and monitoring their effectiveness and developing and
documenting the compensation policy and philosophy of the Company for
approval by the Board of Directors.
If a compensation consultant or advisor has,
at any time since the beginning of the issuer's most recently completed
financial year, been retained to assist in determining compensation for any
of the issuer's directors and officers, disclose the identity of the
consultant or advisor and briefly summarize the mandate for which they have
been retained. If the consultant or advisor has been retained to perform any
other work for the Issuer, state that fact and briefly describe the nature
of the work.
Not Applicable.
Other Board Committees
If the board has standing committees other
than the audit, compensation and nominating committees, identify the
committees and describe their function.
The Board's three standing committees are
the Audit Committee, the Corporate Governance Committee, and the
Compensation Committee. The Audit Committee has a written mandate, a copy of
which is attached hereto as Appendix II.
7. Assessments
Disclose whether or not the board, its
committees and individual directors are regularly assessed with respect to
their effectiveness and contribution. If assessments are regularly
conducted, describe the process used for the assessments. If assessments are
not regularly conducted, describe dhow the board satisfies itself that the
board, its committees, and its individual directors are performing
effectively.
The Board of Directors as a whole annually
reviews and assesses its effectiveness and the effectiveness of the Board
committees. In addition, the Corporate Governance and Nominating Committee
meet separately to assess the effectiveness of the Board and its committees.
Page 1A-3
APPENDIX "I"
KIDOZ INC.
(Previously Shoal Games Ltd.)
Mandate of the Board of Directors
Introduction
The term "Company" herein shall refer to
Kidoz Inc. And the term "Board" shall refer to the board of directors of the
Company. The Board is elected by the shareholders and is responsible for the
stewardship of the business and affairs of the Company. The Board seeks to
discharge such responsibility by reviewing, discussing and approving the
Company's strategic planning and organizational structure and supervising
management to oversee that the foregoing enhance and preserve the underlying
value of the Company.
Although directors may be elected by the
shareholders to bring special expertise or a point of view to Board
deliberations, they are not chosen to represent a particular constituency.
The best interests of the Company as a whole must be paramount at all times.
Duties of Directors
The Board discharges its responsibility for
overseeing the management of the Company's business and delegates
responsibility to the Company's senior officers for day-to-day management of
the Company. The Board discharges its responsibilities, including those
listed below, either directly or through one of its committees: the Audit
Committee, the Corporate Governance Committee and the Compensation
Committee. In addition to these regular committees, the Board may appoint ad
hoc committees periodically to address certain issues of a more short-term
nature. In addition to the Board's primary roles of overseeing corporate
performance and providing quality, depth and continuity of management to
meet the Company's strategic objectives, principal duties include, but are
not limited to, the following categories:
Appointment of Management
1. The Board has the responsibility for
approving the appointment of Chief Executive Officer ("CEO") and all other senior management, and approving their
compensation, following a review of the recommendations of the Corporate
Governance Committee and the Compensation Committee. To the extent feasible,
the Board shall satisfy itself as to the integrity of the executive officers
and that the executive officers create a culture of integrity throughout the
Company.
2. The Board from time to time delegates to
senior management the authority to enter into certain types of transactions,
including financial transactions, subject to specified limits. Investments
and other expenditures above the specified limits and material transactions
outside the ordinary course of business are reviewed by and subject to the
prior approval of the Board.
3. The Board oversees that succession
planning programs are in place, including programs to appoint, train,
develop and monitor management.
Board Organization
4. The Board will respond to recommendations
received from the Audit Committee, the Corporate Governance Committee and
the Compensation Committee, but retains the responsibility for managing its
own affairs by giving its approval for its composition and size, the
selection of the Chair of the Board, candidates nominated for election to
the Board, committee and committee chair appointments, committee charters
and director compensation.
5. The Board may delegate to Board
committees matters it is responsible for, including the approval of
compensation of the Board and management, the conduct of performance
evaluations and oversight of internal controls systems, but the Board
retains its oversight function and ultimate responsibility for these matters
and all other delegated responsibilities.
Strategic Planning
6. The Board has oversight responsibility to
participate directly, and through its committees, in reviewing, questioning
and approving the mission of the business and its objectives and goals.
7. The Board is responsible for adopting a
strategic planning process and approving and reviewing, on at least an
annual basis, the business, financial and strategic plans by which it is
proposed that the Company may reach those goals, and such strategic plans
will take into account, among other things, the opportunities and risk of
the business.
8. The Board has the responsibility to
provide input to management on emerging trends and issues and on strategic
plans, objectives and goals that management develops.
Monitoring of Financial Performance and
Other Financial Reporting Matters
9. The Board is responsible for enhancing
congruence between shareholder expectations, corporate plans and management
performance.
Page 1 -1
10. The Board is responsible for:
(a) adopting processes for monitoring the
Company's progress toward its strategic and operational goals, and to revise
and alter its direction to management in light of changing circumstances
affecting the Company; and
(b) taking action when Company performance
falls short of its goals or other special circumstances warrant.
11. The Board shall be responsible for
approving the audited financial statements, interim financial statements and
the notes and Management's Discussion and Analysis accompanying such
financial statements.
12. The Board is responsible for reviewing
and approving material transactions outside the ordinary course of business
and those matters which the Board is required to approve under the Company's
governing statute, including the payment of dividends, issuance, purchase
and redemptions of securities, acquisitions and dispositions of material
capital assets and material capital expenditures.
Risk Management
13. The Board has responsibility for the
identification of the principal risks of the Company's business and ensuring
the implementation of appropriate systems to effectively monitor and manage
such risks with a view to the long-term viability of the Company and
achieving a proper balance between the risks incurred and the potential
return to the Company's shareholders.
14. The Board is responsible for the
Company's internal control and management information systems.
Policies and Procedures
15. The Board is responsible for:
(a) developing the Company's approach to
corporate governance, including developing a set of corporate governance
guidelines for the Company and approving and monitoring compliance with all
significant policies and procedures related to corporate governance; and
(b) approving policies and procedures
designed to ensure that the Company operates at all times within applicable
laws and regulations and to the highest ethical and moral standards.
16. The Board enforces its policy respecting
confidential treatment of the Company's proprietary information and Board
deliberations.
Communications and Reporting
17. The Board is responsible for:
(a) overseeing the accurate reporting of the
financial performance of the Company to shareholders, other security holders
and regulators on a timely and regular basis;
(b) overseeing that the financial results
are reported fairly and in accordance with generally accepted accounting
standards and related legal disclosure requirements;
(c) taking steps to enhance the timely
disclosure of any other developments that have a significant and material
impact on the Company;
(d) reporting annually to shareholders on
its stewardship for the preceding year; and
(e) overseeing the Company's implementation
of systems which accommodate feedback from stakeholders.
Position Descriptions
18. The Board is responsible for:
(a) developing position descriptions for the
Chair of the Board, the chair of each Board committee and the CEO (which
will include delineating management's responsibilities);
(b) approving the corporate goals and
objectives that the CEO is responsible for meeting; and
(c) developing a description of the
expectations and responsibilities of directors, including basic duties and
responsibilities with respect to attendance at Board meetings and advance
review of meeting materials.
Orientation and Continuing Education
19. The Board is responsible for:
(a) ensuring that all new directors receive
a comprehensive orientation, that they fully understand the role of the
Board and its committees, as well as the contribution individual directors
are expected to make (including the commitment of time and resources that
the Company expects from its directors) and that they understand the nature
and operation of the Company's business; and
(b) providing continuing education
opportunities for all directors, so that individuals may maintain or enhance
their skills and
Page I-2
abilities as directors, as well as to ensure that their
knowledge and understanding of the Company's business remains current.
Nomination of Directors
20. In connection with the nomination or
appointment of individuals as directors, the Board is responsible for:
(a) considering what competencies and skills
the Board, as a whole, should possess;
(b) assessing what competencies and skills
each existing director possesses; and
(c) considering the appropriate size of the
Board, with a view to facilitating effective decision making.
In carrying out each of these
responsibilities, the Board will consider the advice and input of the
Corporate Governance Committee.
Board Evaluation
21. The Board is responsible for ensuring
that the Board, its committees and each individual director are regularly
assessed regarding his, her or its effectiveness and contribution. An
assessment will consider, in the case of the Board or a Board committee, its
mandate or charter and in the case of an individual director, any applicable
position description, as well as the competencies and skills each individual
director is expected to bring to the Board.
Annual Review
The Chairman of the Board together with the
lead director, if any, shall be responsible for overseeing the performance
by the Board of its duties, for communicating periodically with the
Committee chairs regarding the activities of their respective Committees,
for assessing the effectiveness of the Board as a whole as well as
individual Board members and for overseeing the management of the Company's
business.
Page I-3
APPENDIX "II"
KIDOZ INC.
(Previously Shoal Games Ltd.)
Mandate of the
Audit Committee
1. General
The board of directors (the "Board") of
Kidoz Inc. (the "Company") has delegated the responsibilities, authorities
and duties described below to the audit committee (the "Audit Committee").
For the purpose of these terms of reference, the term "Company" shall
include the Company and its subsidiaries.
The Audit Committee shall be directly
responsible for overseeing the accounting and financial reporting processes
of the Company, the fraud programs and controls, and audits of the financial
statements of the Company. The Audit Committee shall also be directly
responsible for the appointment, compensation, and oversight of the work of
any registered external auditor employed by the Company (including
resolution of disagreements between management of the Company and the
external auditor regarding financial reporting) for the purpose of preparing
or issuing an audit report or related work. In so doing, the Audit Committee
will comply with all applicable Securities laws, rules and guidelines, any
applicable stock exchange requirements or guidelines and any other
applicable regulatory rules.
2. Members
The Audit Committee shall be composed of a
minimum of three members. Members of the Audit Committee shall be appointed
by the Board. Each member shall serve until such member's successor is
appointed, unless that member resigns or is removed by the Board or
otherwise ceases to be a director of the Company. The Board shall fill any
vacancy if the membership of the Committee is less than three directors. The
Chair of the Committee may be designated by the Board or, if it does not do
so, the members of the Committee may elect a Chair by vote of a majority of
the full Committee membership.
All members of the Audit Committee must
satisfy the independence, financial literacy and experience requirements of
applicable Securities laws, rules and guidelines, any applicable stock
exchange requirements or guidelines and any other applicable regulatory
rules. In particular:
(a) each member shall be "independent" and
"financially literate" or "financially sophisticated".
(b) at least one member must be an "audit
committee financial expert" within the meaning of that term under the United
States Securities Exchange Act of 1934, as amended, and the rules adopted by
the United States Securities and Exchange Commission thereunder.
3. Meetings
The Audit Committee shall meet at least
quarterly at such times and at such locations as the Chair of the Audit
Committee shall determine, provided that meetings shall be scheduled so as
to permit the timely review of the Company's quarterly and annual financial
statements and related management discussion and analysis. The external
auditor or any two members of the Audit Committee may also request a meeting
of the Audit Committee.
The Chair of the Audit Committee shall hold
in camera sessions of the Audit Committee, without management present, at
every meeting.
The Audit Committee shall submit the minutes
of all meetings to the Board, and when requested to, shall discuss the
matters discussed at each Audit Committee meeting with the Board.
4. Committee Charter
The Audit Committee shall have a written
charter that sets out its mandate and responsibilities and the Audit
Committee shall review and reassess the adequacy of such charter at least
annually or otherwise, as it deems appropriate, and propose recommended
changes to the Board.
5. Duties of the Audit Committee:
The Audit Committee shall have the following
duties:
Financial Information and Reporting
1. The Audit Committee shall review with
management and the external auditor, and recommend to the Board for
approval, the annual and interim financial statements of the Company and
related financial reporting, including management's discussion and analysis
and earnings press releases.
2. The Audit Committee shall review with
management and the external auditor, and recommend to the Board for
approval, any financial statements of the Company which have not previously
been approved by the Board and which are to be included in a prospectus or
other public disclosure document of the Company.
3. The Audit Committee shall consider and be
satisfied that adequate policies and procedures are in place for the review
of the Company's disclosure of financial information extracted or derived
from the Company's financial statements (other than disclosure referred to
in clause (a)(i) above), and periodically assess the adequacy of such
procedures.
Page II-1
Internal Controls
4. The Audit Committee shall review, as
appropriate, the Company's internal system of audit controls and the results
of internal audits.
5. The Audit Committee shall establish
procedures for the receipt, retention and treatment of any complaint
regarding accounting, internal accounting controls or auditing matters; and
the confidential, anonymous submissions by employees of concerns regarding
questionable accounting or auditing matters.
6. The Audit Committee shall oversee the
assessment of fraud risk performed by management.
External Auditors
7. The Audit Committee shall be directly
responsible for overseeing the work of the external auditor engaged for the
purpose of preparing or issuing an auditor's report or performing other
audit, review or attest services for the Company, including the resolution
of disagreements between management and the external auditor regarding
financial reporting.
8. The external auditor shall report
directly to the Audit Committee and the Audit Committee should have a clear
understanding with the external auditor that such external auditor must
maintain an open and transparent relationship with the Audit Committee, and
that the ultimate accountability of the external auditor is to the
shareholders of the Company.
9. The Audit Committee shall recommend to
the Board the external auditor to be nominated for the purpose of preparing
or issuing an auditor's report or performing other audit, review or attest
services for the Company; and the compensation of the external auditor.
10. The Audit Committee will ensure the
rotation of partners on the audit engagement team of the external auditor in
accordance with applicable law.
11. The Audit Committee shall meet with the
external auditor, as the Audit Committee may deem appropriate, to consider
any matter which the Audit Committee or external auditor believes should be
brought to the attention of the Board or the shareholders of the Company.
12. The Audit Committee shall meet with the
external auditor, as the Audit Committee may deem appropriate to review and
discuss a report from the external auditor at least quarterly regarding:
(a) All critical accounting policies and
practices to be used
(b) The potential for fraud
(c) All alternative treatments within
generally accepted accounting principles for policies and practices related
to material items that have been discussed with management, including the
ramifications of the use of such alternative disclosures and treatments, and
the treatment preferred by the external auditor, and
(d) Other material written communications
between the external auditor and management, such as any management letter
or schedule of unadjusted differences.
Pre Approval of Non-Audit Services
13. The Audit Committee shall pre-approve
all non-audit services to be provided to the Company or its subsidiary
entities by the Company's external auditor.
Complaints procedure
14. The Audit Committee shall establish
procedures for the receipt, retention and treatment of complaints received
by the Company regarding accounting, internal accounting controls, or
auditing matters; and the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or auditing
matters.
15. The Audit Committee shall review and
approve the Company's hiring policies regarding partners, employees and
former partners and employees of the present and former external auditor of
the Company.
Reporting
16. The Audit Committee shall report
regularly to the Board about any issues that arise with respect to the
quality or integrity of the Company's financial statements, the Company's
compliance with legal or regulatory requirements, the performance and
independence of the external auditor, or the internal audit function.
6. Authority to engage independent
counsel and advisors
The Audit Committee has the authority to
engage independent counsel and other advisors as it determines necessary to
carry out its duties, to set and pay the compensation for any advisors
employed by the audit committee, and to communicate directly with the
internal and external auditors.
The Company shall provide appropriate
funding, as determined by the Audit Committee, in its capacity as a
committee of the board of directors, for payment of compensation (a) to the
external auditors employed by the issuer for the purpose of rendering or
issuing an audit report, and (b) to any advisers employed by the Audit
Committee.
Page II-2
SCHEDULE B
KIDOZ INC.
(Previously Shoal Games Ltd.)
Hansa Bank Building, Ground Floor
Landsome Road, The Valley
AI 2640, Anguilla, BWI
Telephone 264 461-2646
Fax: 1 264-498-3805
2015
STOCK OPTION PLAN
Schedule B - Page 1
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
As used herein, unless anything in the subject matter or context is
inconsistent therewith, the following terms shall have the meanings set
forth below:
"Administrator"
means such director or other senior officer or
employee of the Company as may be designated as Administrator by the Board
from time to time;
"Award Date"
means the date on which the Board grants and announces a
particular Option;
"Board"
means the Board of Directors of the Company;
"Company"
means Kidoz Inc. (Previously Shoal Games Ltd.) and any subsidiary thereof, (within
the meaning of the Securities Act), as the context may apply;
"Consultant"
means an individual (or a company wholly owned by the
individual) who (i) provides ongoing consulting, technical, management or
other services to the Company (excluding services provided in relation to a
distribution of the Company's securities); (ii) possesses technical,
business or management expertise of value to the Company; (iii) provides the
services under a written contract with the Company; (iv) spends a
significant amount of time and attention to the business and affairs of the
Company; and (v) has a relationship with the Company that enables the
individual to be knowledgeable about the business and affairs of the
Company;
"Director"
means a director, senior officer and Management Company
Employee of the Company;
"Employee"
means (i) an individual considered an employee under the
Income Tax Act, Canada (i.e. for whom income tax and other deductions are
made by the Company); (ii) an individual who works full-time for the Company
providing services normally provided by an employee of the Company but for
whom income tax and other deductions are not made by the Company; and (iii)
an individual who works for the Company on a continuing and regular basis
for a minimum amount of time per week, but for whom income tax and other
deductions are not made by the Company;
"Exchange"
means the TSX Venture Exchange;
"Exercise Notice"
means the notice respecting the exercise of an
Option, in the form set out as Schedule "B" hereto, duly executed by the
Option Holder;
"Exercise Period"
means the period during which a particular Option
may be exercised, being the period from and including the Award Date through
to and including the Expiry Date;
"Exercise Price"
means the price at which an Option may be exercised
as determined in accordance with section 3.6;
"Expiry Date"
means the date determined in accordance with section
3.3 and after which a particular Option cannot be exercised;
"Insider"
means a Director, a director or senior officer of a company
that is an Insider or subsidiary of the Company, or a person that
beneficially owns or controls, directly or indirectly, voting shares
carrying more than 10% of the voting rights attached to all outstanding
voting shares of the Company;
"Investor Relations Activities"
has the meaning ascribed thereto in
the Exchange's corporate finance manual;
"Management Company Employee"
means an individual employed by a
company providing management services to the Company, which are required for
the ongoing successful operation of the business enterprise of the Company,
but excluding a person engaged in Investor Relations Activities;
"Option"
means an option to acquire Shares, awarded to a Director,
Employee or Consultant pursuant to the Plan;
"Option Certificate"
means the certificate, substantially in the form
set out as Schedule "A" hereto, evidencing
an Option;
Schedule B - Page 2
"Option Holder"
means a current or former Director, Employee or
Consultant who holds an unexercised and unexpired Option or, where
applicable, the Personal Representative of such person;
"Personal Representative"
means (i) in the case of a deceased Option
Holder, the executor or administrator of the deceased duly appointed by a
court or public authority having jurisdiction to do so; and (ii) in the case
of an Option Holder who for any reason is unable to manage his or her
affairs, the person entitled by law to act on behalf of such Option Holder;
"Plan"
means the Company's stock option plan as embodied herein and
as from time to time amended;
"Securities Act"
means the Securities Act (British Columbia); and
"Share" or "Shares"
means, as the case may be, one or more common
shares without par value in the capital of the Company.
1.2 CHOICE OF LAW
The Plan is established under, and the provisions of the Plan shall be
interpreted and construed solely in accordance with, the laws of the
Province of British Columbia.
1.3 HEADINGS
The headings used herein are for convenience only and are not to affect the
interpretation of the Plan.
ARTICLE II
PURPOSE AND PARTICIPATION
2.1 PURPOSE
The purpose of the Plan is to provide the Company with a Share-related
mechanism to attract, retain and motivate Directors, Employees and
Consultants, to reward such of those persons by the grant of options under
the Plan by the Board from time to time for their contributions toward the
long term goals of the Company and to enable and encourage such persons to
acquire Shares as long term investments.
2.2 PARTICIPATION
The Board shall, from time to time, in its sole discretion determine those
Directors, Employees and Consultants, if any, to whom Options are to be
awarded. If the Board elects to award an Option to a Director, the Board
shall, in its sole discretion but subject to section 3.2, determine the
number of Shares to be acquired on the exercise of such Option. If the
Board elects to award an Option to an Employee or Consultant, the number of
Shares to be acquired on the exercise of such Option shall be determined by
the Board in its sole discretion, and in so doing the Board may take into
account the following criteria:
(a) the person's remuneration as at the Award Date in relation to the
total remuneration payable by the Company to all of its Employees and
Consultants as at the Award Date;
(b) the length of time that the person has provided services to the
Company; and
(c) the nature and quality of work performed by the person.
2.3 NOTIFICATION OF AWARD
Following the approval by the Board of the awarding of an Option, the
Administrator shall notify the Option Holder in writing of the award and
shall enclose with such notice the Option Certificate representing the
Option so awarded.
2.4 COPY OF PLAN
Each Option Holder, concurrently with the notice of the award of the Option,
shall be provided with a copy of this Plan. A copy of any amendment to the
Plan shall be promptly provided by the Administrator to each Option Holder.
Schedule B - Page 3
2.5 LIMITATION
This Plan does not give any Option Holder who is a Director the right to
serve or continue to serve as a Director, nor does it give any Option Holder
who is an Employee or Consultant the right to be or to continue to be
employed or engaged by the Company.
ARTICLE III
TERMS AND CONDITIONS OF OPTIONS
3.1 BOARD TO ALLOT SHARES
The Shares to be issued to Option Holders upon the exercise of Options shall
be allotted and authorized for issuance by the Board prior to the exercise
thereof.
3.2 NUMBER OF SHARES
The maximum number of Shares issuable under the Plan shall not exceed 10% of
the number of Shares of the Company issued and outstanding as of each Award
Date, inclusive of all Shares presently reserved for issuance pursuant to
previously granted stock options, unless shareholder approval is obtained in
advance in accordance with section 6.5 hereof.
Options that have been cancelled or that have expired without being
exercised in full shall continue to be issuable under the Plan.
Subject to the provisions of section 6.5, Options that have been exercised
will reduce the total number of Options available to be granted hereunder.
3.3 TERM OF OPTION
Subject to section 3.5, the Expiry Date of an Option shall be the date so
fixed by the Board at the time the particular Option is awarded, provided
that such date shall not be later than the tenth anniversary of the Award
Date of the Option, or such other maximum amount of time as may be allowable
under the policies of the Exchange.
3.4 LIMITATIONS AND REQUIREMENTS
The total number of Options awarded to any one individual in any twelve
month period shall not exceed 5% of the issued and outstanding Shares of the
Company at the Award Date (unless the Company has obtained disinterested
shareholder approval).
The
total number of Options awarded to any one Consultant for the Company shall
not exceed 2% of the issued and outstanding Shares of the Company at the
Award Date without consent being obtained from the Exchange.
The total number of Options awarded to all persons employed by the Company
who perform Investor Relations Activities for the Company shall not exceed
2% of the issued and outstanding Shares of the Company, in any twelve month
period, calculated at the Award Date without consent being obtained from the
Exchange.
The Company shall issue a press release at the time of grant for all Options
issued to Insiders of the Company and investor relations service providers.
All Options granted to Insiders of the Company or granted at any discount to
the market price of the Company's shares will be subject to a four month
hold period which commences on the date that the Options are granted.
3.5 TERMINATION OF OPTION
An Option Holder may exercise an Option in whole or in part at any time or
from time to time during the Exercise Period provided that, with respect to
the exercise of part of an Option, the Board may at any time and from time
to time fix limits, vesting requirements or restrictions in respect of which
an Option Holder may exercise part of any Option held by him. Any
Option or part thereof not exercised within the Exercise Period shall
terminate and become null, void and of no effect as of 5:00 p.m. (Vancouver
time) on the Expiry Date. The Expiry Date of an Option shall be the
earlier of the date so fixed by the Board on the Award Date referred to in
section 3.3 above, and the date established, if applicable, in subsections
(a) to (c) below.
(a) Death
In the event that the Option Holder should die while he or she is still (i)
a Director or Employee, (other than an Employee performing Investor
Relations Activities) the Expiry Date shall be 12 months from the
Schedule B - Page 4
date of
death of the Option Holder; or (ii) a Consultant, or an Employee performing
Investor Relations Activities, the Expiry Date shall be one month from the
date of death of the Option Holder.
(b) Ceasing to Hold Office
Unless otherwise determined by the Board of Directors in writing, in the
event that the Option Holder holds his or her Option as Director and such
Option Holder ceases to be a Director of the Company other than by reason of
death, the Expiry Date of the Option shall be the 90th day following the
date the Option Holder ceases to be a Director of the Company unless the
Option Holder continues to be engaged by the Company as an Employee or
Consultant, in which case the Expiry Date shall remain unchanged. However,
if the Option Holder ceases to be a Director of the Company as a result of:
(i) ceasing to meet the qualifications set forth in s.114 of the Business
Corporations Act (British Columbia) or section 40 of the International
Business Companies Act of Anguilla; or
(ii) a special resolution having been passed by the members of the Company
pursuant to the Company's bylaws,
then the Expiry Date shall be the date the Option Holder ceases to be a
Director of the Company.
(c) Ceasing to be Employed
Unless otherwise determined by the Board of Directors in writing, in the
event that the Option Holder holds his or her Option as an Employee or
Consultant of the Company (other than an Employee or Consultant performing
Investor Relations Activities) and such Option Holder ceases to be an
Employee or Consultant of the Company other than by reason of death, the
Expiry Date of the Option shall be the 30th day following the date the
Option Holder ceases to be an Employee or Consultant of the Company unless
the Option Holder ceases to be such as a result of:
(i)
termination for cause; or
(ii)
an order of the British Columbia Securities Commission, the Exchange,
or any regulatory body having jurisdiction to so order,
in which case the Expiry Date shall be the date the Option Holder ceases to
be an Employee or Consultant of the Company.
(d) Ceasing to Perform Investor Relations Activities
Notwithstanding the paragraph (c) immediately above, and unless otherwise
determined by the Board of Directors in writing, in the event that the
Option Holder holds his or her Option as an Employee or Consultant of the
Company who provides Investor Relations Activities on behalf of the Company,
and such Option Holder ceases to be an Employee or Consultant of the Company
other than by reason of death, the Expiry Date shall be the date the Option
Holder ceases to be an Employee or Consultant of the Company.
3.6 EXERCISE PRICE
The Exercise Price shall be that price per Share, as determined by the Board
in its sole discretion, and announced as of the Award Date, at which an
Option Holder may purchase a Share upon the exercise of an Option, provided
that it shall not be less than the closing price of the Company's Shares
traded through the facilities of the Exchange (or, if the Shares are no
longer listed for trading on the Exchange, then such other exchange or
quotation system on which the Shares are listed or quoted for trading) on
the day preceding the Award Date, less any discount permitted by the
Exchange, or such other price as may be required or permitted by the
Exchange.
3.7 ASSIGNMENT OF OPTIONS
Options may not be assigned or transferred, and all Option Certificates will
be so legended, provided however
that the Personal Representatives of an
Option Holder may, to the extent permitted by section 4.1, exercise the
Option within the Exercise Period.
Schedule B - Page 5
3.8 PAYROLL WITHHOLDING
If the Company is required under the Income Tax Act (Canada) or any other
applicable law to make source deductions in respect of employee stock option
benefits and to remit to the applicable governmental authority an amount on
account of tax on the value of the taxable benefit associated with the
issuance of Common Shares on exercise of Options, then the Option Holder
shall:
(a) pay to
the Company, in addition to the exercise price for the Options, sufficient
cash as is reasonably determined by the Company to be the amount necessary
to permit the required tax remittance;
(b) authorize
the Company, on behalf of the Option Holder, to sell in the market on such
terms and at such time or times as the Company determines a portion of the
Common Shares being issued upon exercise of the Options to realize cash
proceeds to be used to satisfy the required tax remittance; or
(c) make
other arrangements acceptable to the Company to fund the required tax
remittance.
3.9 ADJUSTMENTS
If prior to the complete exercise of any Option the Shares are consolidated,
subdivided, converted, exchanged or reclassified or in any way substituted
for (collectively the "Event"), the Option, to the extent that it has not
been exercised, shall be adjusted by the Board in accordance with such Event
in the manner the Board deems appropriate. No fractional Shares shall be
issued upon the exercise of the Options and accordingly, if as a result of
the Event an Option Holder would become entitled to a fractional share, such
Option Holder shall have the right to purchase only the next lowest whole
number of shares and no payment or other adjustment will be made with
respect to the fractional interest so disregarded. Additionally, no lots of
Shares in an amount less than 500 Shares shall be issued upon the exercise
of the Options unless such amount of Shares represents the balance left to
be exercised under the Options.
3.10
EXERCISE RESTRICTIONS
The Board may, at the time an Option is awarded or upon renegotiation of the
same, attach restrictions relating to the exercise of the Option, including
vesting provisions. Any such restrictions shall be recorded on the
applicable Option Certificate.
Notwithstanding the above, Options issued to Consultants performing Investor
Relations Activities must vest in stages over at least twelve months with
not more than one-quarter of the Options vesting in any three month period.
3.11 REPRESENTATIONS
For Options granted to Employees, Consultants or Management Company
Employees, both the Company and the Option Holder will represent that the
Option Holder is a bona fide Employee, Consultant or Management Company
Employee, as the case may be.
ARTICLE IV
EXERCISE OF OPTION
4.1 EXERCISE OF OPTION
An Option may be exercised only by the Option Holder or his Personal
Representative. An Option Holder or his Personal Representative may
exercise an Option in whole or in part, subject to any applicable exercise
restrictions, at any time or from time to time during the Exercise Period up
to 5:00 p.m. (Vancouver time) on the Expiry Date by delivering to the
Administrator an Exercise Notice, the applicable Option Certificate and a
certified cheque or bank draft payable to the Company in an amount equal to
the aggregate Exercise Price of the Shares to be purchased pursuant to the
exercise of the Option.
Schedule B - Page 6
4.2 ISSUE OF SHARE CERTIFICATES
As soon as practicable following the receipt of the Exercise Notice, the
Administrator shall cause to be delivered to the Option Holder a certificate
for the Shares so purchased. If the number of Shares so purchased is less
than the number of Shares subject to the Option Certificate surrendered, the
Administrator shall forward a new Option Certificate to the Option Holder
concurrently with delivery of the aforesaid share certificate for the
balance of the Shares available under the Option.
4.3 CONDITION OF ISSUE
The issue of Shares by the Company pursuant to the exercise of an Option is
subject to this Plan and compliance with the laws, rules and regulations of
all regulatory bodies applicable to the issuance and distribution of such
Shares and to the listing requirements of any stock exchange or exchanges on
which the Shares may be listed. The Option Holder agrees to comply with all
such laws, rules and regulations and agrees to furnish to the Company any
information, report and/or undertakings required to comply with and to fully
cooperate with the Company in complying with such laws, rules and
regulations.
4.4 MONITORING OF TRADES
An Option Holder who performs Investor Relations Activities shall provide
written notice to the Board of each of his trades of securities of the
Company, within five business days of each trade.
ARTICLE V
ADMINISTRATION
5.1 ADMINISTRATION
The Plan shall be administered by the Board, or an Administrator on the
instructions of the Board or such committee of the Board formed in respect
of matters relating to the Plan. The Board or such committee may make,
amend and repeal at any time and from time to time such regulations not
inconsistent with this Plan as it may deem necessary or advisable for the
proper administration and operation of this Plan and such regulations shall
form part of this Plan. The Board may delegate to the Administrator or any
Director, Employee or officer of the Company such administrative duties and
powers as it may see fit.
5.2 INTERPRETATION
The interpretation by the Board or its authorized committee of any of the
provisions of this Plan and any determination by it pursuant thereto shall
be final and conclusive and shall not be subject to any dispute by any
Option Holder. No member of the Board or any person acting pursuant to
authority delegated by the Board hereunder shall be liable for any action or
determination in connection with this Plan made or taken in good faith and
each member of the Board and each such person shall be entitled to
indemnification with respect to any such action or determination in the
manner provided for by the Company.
ARTICLE VI
APPROVALS, AMENDMENTS AND TERMINATION
6.1 APPROVALS REQUIRED FOR PLAN
Prior to its implementation by the Company, this Plan is subject to the
receipt of approval by the shareholders of the Company at a general meeting
and approval of the Exchange.
6.2 PROSPECTIVE AMENDMENT
Subject to applicable regulatory approval, the Board may from time to time
amend this Plan and the terms and conditions of any Option thereafter to be
awarded and, without limiting the generality of the foregoing, may make such
amendments for the purpose of meeting any changes in any relevant law,
Exchange policy, rule or regulation applicable to this Plan, any Option or
the Shares, or for any other purpose which may be permitted by all relevant
laws, rules and regulations, provided always that any such amendment shall
not alter the terms or conditions of any Option or impair any right of any
Option Holder pursuant to any Option awarded prior to such amendment.
Schedule B - Page 7
6.3 RETROACTIVE AMENDMENT
Subject to applicable regulatory approval, the Board may from time to time
retroactively amend this Plan and may also, with the consent of the affected
Option Holders, retroactively amend the terms and conditions of any Options
which have been previously awarded.
6.4
EXCHANGE APPROVAL
With the consent of affected Option Holders, the Board may amend the terms
of any outstanding Option so as to reduce the number of optioned Shares,
increase the Exercise Price, or cancel an Option without Exchange approval.
Any other amendment will be subject to receiving prior Exchange approval.
6.5
SHAREHOLDER APPROVAL
This Plan must be approved by the Company's shareholders annually, at a duly
called meeting of the shareholders. Disinterested shareholder approval (as
defined in Exchange policy) will be required for: (i) any reduction in the
exercise price of Options granted to Insiders, if the Option Holder is an
Insider of the Company at the time of the proposed amendment; and (ii) the
situations where the Plan, together with all other outstanding options,
could result at any time in:
(a) the
number of shares reserved for issuance under stock options granted to
Insiders exceeding 10% of the Company's issued Shares;
(b) the
grant to Insiders, within a 12 month period, of a number of options
exceeding 10% of the Company's issued Shares;
(c) the
issuance to any one Option Holder, within a 12 month period, of a number of
Shares exceeding 5% of the Company's Shares, or
(d) such
other maximum amounts as may allowable under the policies of the Exchange.
6.6 TERMINATION
The Board may terminate this Plan at any time provided that such termination
shall not alter the terms or conditions of any Option or impair any right of
any Option Holder pursuant to any Option awarded prior to the date of such
termination and notwithstanding such termination the Company, such Options
and such Option Holders shall continue to be governed by the provisions of
this Plan.
6.7 AGREEMENT
The
Company and every person to whom an Option is awarded hereunder shall be
bound by and subject to the terms and conditions of this Plan.
END OF DOCUMENT
Schedule B - Page 8
Schedule A
KIDOZ INC.
(Previously Shoal Games Ltd.)
STOCK OPTION PLAN
Option Certificate
This certificate is issued pursuant to the provisions of the Kidoz Inc. (the "Company") Stock Option Plan (the "Plan") and evidences that (Name
of Optionee) ____________________________________ ____________________ is
the holder of an option (the "Option") to purchase up to _________________
(Number of Shares) common shares (the "Shares") in the capital stock of the
Company at a purchase price of $_________ per Share. Subject to the
provisions of the Plan:
(a) the Award Date of this Option is
______________________________ (insert date of grant); and
(b) the Expiry Date of this Option is
______________________________ (insert date of expiry).
The right to purchase Shares under the Option will vest in the Holder in
increments over the term of the Option as follows:
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Date
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Cumulative Number of Shares
which may be Purchased
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This Option may be exercised in accordance with its terms at any time and
from time to time from and including the Award Date through to and including
up to 5:00 p.m. (Vancouver time) on the Expiry Date, by delivering to the
Company an Exercise Notice, in the form provided in the Plan, together with
this certificate and a certified cheque or bank draft payable to the Company
in an amount equal to the aggregate of the Exercise Price of the Shares in
respect of which this Option is being exercised.
IMPORTANT INFORMATION
REGARDING
INCOME TAX WITHHOLDING
REQUIREMENTS
The Company shall not be obligated to cause the issuance, transfer or
delivery of a certificate or certificates representing Optioned Shares
to the Optionee, until provision has been made by the Optionee, to the
satisfaction of the Company, for the payment of the aggregate exercise
price for all Optioned Shares for which the Option shall have been
exercised, and for satisfaction of any tax withholding obligations
associated with such exercise.
This certificate and the Option evidenced hereby is not assignable,
transferable or negotiable and is subject to the detailed terms and
conditions contained in the Plan. This certificate is issued for
convenience only and in the case of any dispute with regard to any matter in
respect hereof, the provisions of the Plan and the records of the Company
shall prevail.
Resale of the
Shares acquired upon exercise of the Options is restricted until
____________________, 20___.
By countersigning this Option
Certificate:
(a) the Option Holder
acknowledges that the Option Holder has read and understands the Plan and
agrees to the terms and conditions of the Plan and this Option Certificate;
(b)
The undersigned hereby consents to:
(i) the disclosure of Personal
Information by the undersigned to the Exchange (as defined in Appendix 6A of
the policies of the Exchange attached hereto) pursuant to this Form; and
(ii) the collection, use and
disclosure of Personal Information by the Exchange for the purposes
described in the attached Appendix 6A or as otherwise identified by the
Exchange, from time to time.
IN WITNESS WHEREOF the parties hereto have executed this Option
Certificate as of the _____ day of ______________, 20____.
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Name, Option Holder
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Per:
Authorized Signatory
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Schedule B
EXERCISE NOTICE
To: The Administrator, Stock Option Plan
Kidoz Inc. (the "Company")
The undersigned hereby irrevocably gives notice, pursuant to the Company's
Stock Option Plan (the "Plan"), of the exercise of the Option to acquire and
hereby subscribes for (cross out inapplicable item):
(a) all of
the Shares; or
(b)
________________________ of the Shares, which are the subject of the Option
Certificate attached hereto.
Calculation of total Exercise Price:
(i) number of Shares to be acquired on
exercise: _________________ Shares
(ii) multiplied by the Exercise Price per
Share: $___________
TOTAL EXERCISE PRICE, enclosed
herewith: $___________
The undersigned tenders herewith a certified cheque or bank draft in an
amount equal to the total Exercise Price of the aforesaid Shares, as
calculated above, and directs the Company to issue the share certificate
evidencing said Shares in the name of the undersigned to be mailed to the
undersigned at the following address:
_____________________________________________
_____________________________________________
_____________________________________________
DATED the ______ day of _____________________, 20___.
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Signature of Option Holder
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Name of Option Holder (please print)
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