Kidoz Inc (KDOZF) DEF 14A, filed Oct 5, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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[ ] Preliminary Proxy Statement	[ ] Confidential For Use of the Commission Only<br> <br>(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement	[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

KIDOZ INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person (s) Filing Proxy Statement, if other than the Registrant)

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October 5, 2021

Dear Stockholder:

2020 was a pivotal year for Kidoz Inc. During the year Kidoz became the market leader for safe mobile contextualadvertising; usage on the Kidoz network surged to over 340 million monthlyactive users; the Company posted record revenues and realized an annualprofit. To achieve these feats in the midst of the global COVID pandemicwas very satisfying and the Kidoz team remains focused on achieving evengreater heights in the months and years ahead as its strategy, technologyand market position are perfectly aligned.

Kidoz owns the Kidoz Connect AdvertisingNetwork which is a widely adopted safe contextual mobile network reachingmore than 340 million users each month. After years of dedicated softwareand business development the Kidoz system is the market leader acrossthousands of apps who have integrated our technology in order to access thepremium advertising campaigns from a long list of renowned Kidozadvertisers. As the Kidoz brand continues to build in the global AdTecheconomy and as our latest software products are released, managementbelieves our trajectory of growth will continue.

The mobile advertising market is forecast toexceed $400 billion in 2026, exhibiting a growth rate of 32.5% according toFortune Business Insights. Mobile devices are the primary tool used for alldigital activities in everyday life across the entire world. Thepredominance of mobile is firmly established and Kidoz is positioned tobenefit as mobile usage increases and advertisers invest in digitalmarketing to reach their customers.

Kidoz is first and foremost a softwarecompany and we are creating advanced technology to build upon our leadershipposition for safe and private contextual mobile ad monetization. Ourtechnology teams are building programmatic connections to leading appdevelopers and integrating with the leading ad tech platforms so that weensure our centrality in the wider advertising eco-system. During 2020, theKidoz team made strides to achieve this vision and have positioned itstechnology to expand to new market segments, increase the number ofavailable impressions we can fill, and scale our revenues quickly as weon-board new advertisers and new app publishers in the global marketplace.

Our vision is to create a free and safemobile experience by enabling content producers to monetize with safe,relevant, and fun advertising. We connect our users to the brands thatpeople love. Without a safe advertising eco-system, mobile content cannotbe free. The Kidoz Connect Safe Advertising Network is increasinglypopular with app developers and brand advertisers because of severalpowerful trends that are occurring in the marketplace.

- First, government regulations toprotect children online have been implemented in many countries includingAmerica (COPPA), Europe (GDPR), and Brazil (LGPD). Many other countriesincluding China and India are expected to adopt their own child-safe privacyregulations soon.

- Second, country regulators arebeginning to initiate significant fines to companies that violate dataprivacy regulations.

- Third, traditional television is inrapid decline and children are shifting their entertainment time to apps onmobile devices.

- Fourth, Google and Apple, the Appstore owners, have enacted their own kid-safe policies that app developers,kids brands, and advertising networks must follow.

- Fifth, advertising as the preferredoption for enabling free content for the game player is increasinglyembraced by consumers globally.

- Sixth, advertising budgets arefollowing kids to mobile and shifting away from television and othernon-interactive media channels.

The decline of traditional linear televisioncreates a difficult challenge for advertisers and they are turning to mobilenetworks to fill this advertising void. In the report "DeconstructingMobile & Tablet Gaming" published by The NDP Group Inc. it was found that,of the 303.7 million total mobile users in the US and Canada in 2020, 238.7million were active mobile gamers. This represents 79% of the NorthAmerican population who use mobile devices to play mobile apps.

2020 saw Kidoz succeed amongst a globalshift in consumer and commercial behaviours. Our strategies, teams, andproducts have proven to be successful in the wider advertising ecosystem andKidoz technology now reaches hundreds of millions of kids and families everymonth. Mobile continues to grow and Kidoz's proprietary products are onlybeginning to show their potential in the high-growth global market of in-appadvertising.

For 2021, Kidoz is well positioned toincrease market share and continue on a path of rapid revenue growth. TheKidoz strategy to create high performing mobile digital advertising free ofdata tracking is succeeding. As a new age of digital advertising begins,free of IDFA and other persistent trackers, Kidoz stands to benefit. Presently, only a small portion of Kidoz's growing, accessible inventory ofimpressions is utilized and the Company is launching new programmatictechnology to fill hundreds of millions of additional advertisingimpressions each month. Furthermore, with the expansion of our Safe Adnetwork to include the teen and parent market segments which are alreadygaining traction, we anticipate 2021 to produce outstanding results.

We are pleased to invite you to the AnnualMeeting of Stockholders (the "Annual Meeting") of Kidoz Inc., which will beheld on Wednesday November 24, 2021, starting at 11:00 a.m., EasternCaribbean Time Zone, at Ground Floor, Hansa Bank Building, Landsome Road,The Valley, Anguilla, British West Indies and virtually via live webcastonline at Zoom.

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Important information concerning the mattersto be acted upon at the meeting is contained in the accompanying Notice ofAnnual Meeting of Stockholders and Proxy Statement. The business to beconducted at the Annual Meeting includes the election of directors;ratification of the appointment of Davidson & Company LLP, CharteredAccountants, as independent auditors for the Company for its 2021 fiscalyear; ratification and confirmation of the 2015 Stock Option Plan of theCompany, and consideration of any other matter that may properly come beforethe meeting and any adjournment or postponement thereof.

Our Board of Directors has fixed the closeof business on October 5, 2021, as the record date for determining thosestockholders who are entitled to notice of and to vote at the Annual Meetingand any adjournment or postponement thereof.

Your vote is important. Registeredstockholders can vote their shares by mailing back the accompanying proxycard or voting electronically. Voting by proxy will ensure yourrepresentation at the Annual Meeting if you do not attend in person. Mailingyour completed proxy card or voting online will not prevent you from votingin person at the Annual Meeting, if you wish to do so.

A copy of our Annual Report on Form 10-K andAudited Financial Statements for the year ended December 31, 2020, isavailable on the Company's website at https://investor.kidoz.net and will bemailed to shareholders who have elected to receive our Annual Report.

Sincerely yours,

/s/ "J. M. Williams" /s/ "E. Ben Tora

J. M.Williams E. Ben Tora

Co-Chief ExecutiveOfficer Co-Chief ExecutiveOfficer

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the AnnualMeeting (the "Meeting") of the stockholders of Kidoz Inc. (the "Company")will be held at 11:00 a.m. (Eastern Caribbean Time Zone) on Wednesday,November 24, 2021, in the Boardroom of the Kidoz Inc. Anguilla office,located at Ground Floor, Hansa Bank Building, Landsome Road, The Valley,Anguilla, British West Indies, and virtually via live webcast online at Zoomfor the following purposes:

1. To elect six members to the Board of Directors of the Company toserve for the ensuing year;

2. To appoint auditors for theCompany for the ensuing financial year and to authorize the directors to fixthe remuneration to be paid to the auditors;

3. To consider, and if thoughtfit, ratify and approve, by an ordinary resolution, the Company's 10%rolling stock option plan, as more particularly set out in Schedule B toProxy Statement accompanying this notice; and

4. To transact such other business as may properly come before theAnnual Meeting and/or any adjournment or postponement thereof.

Accompanying this Notice is a ProxyStatement and a form of Proxy.

The enclosed Proxy is solicited bymanagement of the Company and shareholders may amend it, if desired, byinserting in the space provided, an individual designated to act as proxyholder at the Meeting. The holders of Common Stock of the Company of recordat the close of business on October 5, 2021, will be entitled to vote at theMeeting.

All stockholders are cordially invited toattend the Meeting in person. However, to assure your representation at theMeeting, you are urged to sign and return the enclosed proxy card aspromptly as possible in the postage-prepaid envelope enclosed for thatpurpose. Any stockholder attending the Meeting may vote in person even ifthe stockholder has returned a proxy card.

Internet availability of proxy materials.

This Notice of Annual Meeting and ProxyStatement along with the form of proxy card and the Company's Annual Reporton Form 10-K for the year ended December 31, 2020, will be available on theCompany's website athttps://investor.kidoz.net beginningon the first day these materials are mailed to shareholders, which isanticipated to be October 12, 2021.

Notice Regarding the Availability of ProxyMaterials

We have adopted the "notice and access" ruleof the U.S. Securities and Exchange Commission (the "SEC"). As a result, wefurnish proxy materials primarily via the Internet instead of mailing aprinted copy of the proxy materials. Stockholders will receive a Notice ofInternet Availability of Proxy Materials (the "Notice") by mail whichprovides the website and other information on how to access and review theProxy Statement and proxy materials over the Internet at the Company'swebsite at https://investor.kidoz.net.The Notice will be mailed on or about October 12, 2021. We believe thisprocess will allow us to provide our stockholders the information they needin a more timely manner, while reducing the environmental impact andlowering our costs of printing and delivering the proxy materials.

As of the date of the mailing of the Notice,stockholders will be able to access all of the proxy materials over theInternet at the Company's website athttps://investor.kidoz.net, asinstructed in the Notice. The proxy materials will be available free ofcharge. The materials on the site are searchable, readable and printable andthe site does not have "cookies" or other tracking devices that identifyvisitors. The Notice will provide instructions on how to vote over theInternet or by phone.

If you receive a Notice and would like toreceive a printed copy of our proxy materials, free of charge, you shouldfollow the instructions for requesting such materials included in theNotice. If you have previously elected to receive our proxy materialselectronically, you will continue to receive access to these materialselectronically, unless you elect otherwise.

Registered shareholders and duly appointedproxyholders are entitled to attend the Meeting in person or virtually vialive webcast online athttps://us02web.zoom.us/j/85477116886?pwd=K0hyYzIxbzRZU1o0OW5CVXJTa3A5dz09and are entitled to vote thereat, personally or by proxy. Registeredshareholders can, alternatively, attend and participate at the meeting viateleconference by dialing in:

Canada: 855 703 8985 (Toll Free)

US: 888 788 0099 (Toll Free) or 877 853 5247(Toll Free)

or to a local phone number, which can beobtained on the following website:

https://us02web.zoom.us/u/kdrJcVj7Pl

Meeting ID: 854 7711 6886

Password: 695437

Registered shareholders participating viateleconference will not be able to vote at the Meeting or revoke their proxyat the Meeting, as the steps the Company's scrutineer must take to verifythe identity of the remotely participating registered shareholders forvoting and/or proxy revocation purposes require the availability of certainvideo features.

Shareholders who are unable to attend theMeeting are requested to date and sign the enclosed form of instruction ofproxy and to return it to Computershare Trust Company of Canada, ProxyDept., 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1,

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byNovember 22, 2021. If a shareholder does not deliver a proxy in accordancewith these instructions, then the shareholder will not be entitled to voteat the Meeting by proxy. Only those shareholders of record at the close ofbusiness on October 5, 2021 are entitled to attend and vote at the Meeting.

DATED at Anguilla, British West Indies, this5^th^ day of October 2021.

BY ORDER OF THE BOARD

/s/ "J. M. Williams" /s/ "E. Ben Tora

J. M.Williams E. Ben Tora

Co-Chief ExecutiveOfficer Co-Chief Executive Officer

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KIDOZ INC.

Ground Floor, Hansa Bank Building, LandsomeRoad,

AI 2640, The Valley

Anguilla, B.W.I.

PROXY STATEMENT

Information Concerning the Solicitation ofProxies

This Proxy Statement and the accompanyingProxy is furnished to the shareholders of KIDOZ INC. (the "Company") inconnection with the solicitation of proxies for use at the Company's AnnualMeeting of Shareholders (the "Annual Meeting"). The Annual Meeting will beheld on Wednesday, November 24, 2021, in the Boardroom of the Company'sAnguilla office, located at Ground Floor, Hansa Bank Building, LandsomeRoad, The Valley, Anguilla, British West Indies, and virtually via livewebcast online at Zoom at 11:00 am. (Eastern Caribbean Time Zone). Form 10-Kwas made available to shareholders electronically via filing on EDGAR andSEDAR on March 31, 2021.

Questions and answers about our AnnualMeeting and voting

Q: What is the purpose of Annual Meeting?

A: We will hold the Annual Meeting to enablestockholders to vote on the following matters:

Proposal 1. To elect the sixdirector nominees identified in this Proxy Statement to serve as directorsof the Company until the 2022 Annual Meeting of Stockholders;

Proposal 2. To appoint auditorsfor the Company for the ensuing financial year and to authorize thedirectors to fix the remuneration to be paid to the auditors;

Proposal 3. To consider, and ifthought fit, ratify and approve, by an ordinary resolution, the Company's10% rolling stock option plan, as more particularly set out in Schedule Battached;

Proposal 4. To transact suchother business as may properly come before the Annual Meeting and/or anyadjournment or postponement thereof.

Stockholders will be asked to vote fornominees for all director seats on the Board as of the Annual Meeting. Theterm of office for directors elected at the Annual Meeting will continueuntil their respective duly qualified successors are duly elected at the2022 Annual Meeting of Shareholders of the Company or until their earlierremoval, resignation or death.

The nominees for election are:

Mr. T. M. Williams, Mr. J. M. Williams, Mr.E. Ben Tora, Mr. C. Kalborg, Ms. F. Curtis, and Mr. M. David.

Q: What is a proxy?

A: A proxy is a document by whichyou authorize someone else to vote for you at a stockholder meeting in theway that you want to vote. That document is called a "proxy" or, if yourshares are held in "street name" (i.e., through a bank, broker or othernominee) and you give instructions to the record holder of your shares, iscalled a "voting instruction card." You also may choose to abstain fromvoting.

This Proxy Statement and the accompanyingproxy or voting instruction card are furnished in connection with thesolicitation by the Board of proxies for use at the Annual Meeting to beheld on Wednesday, November 24, 2021 starting at 11:00 a.m., AnguillianTime, at Ground Floor, Hansa Bank Building, Landsome Road, The Valley,Anguilla, British West Indies and virtually via live webcast online at Zoomand at any adjournment or postponement thereof. The Notice Regarding theAvailability of Proxy Materials, this Proxy Statement and our 2020 AnnualReport are first being made available to stockholders on or about October 5,2021.

Q: How are proxies being solicitedand who pays the related expenses?

A: Proxies are being solicitedprincipally by mail, by telephone and through the Internet. In addition tosending you these materials, some of our directors and officers, as well asmanagement employees, may contact you by telephone, mail, email or inperson. You may also be solicited by means of news releases issued by theCompany, postings on our website,https://investor.kidoz.net and printadvertisements. None of our officers or employees will receive any extracompensation for soliciting you.

Q: Who is entitled to vote?

A: Only record holders of sharesof our Common Stock at the close of business on the record date for theAnnual Meeting are entitled to vote at the Annual Meeting. The Board hasfixed the close of business on October 5, 2021, as the record date (the"Record Date") for the determination of stockholders entitled to notice of,and to vote at, the Annual Meeting.

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Our authorized capital stock consists of anunlimited number of common shares without par value ("Common Stock"). As ofOctober 5, 2021, 131,424,989 shares of Common Stock were issued andoutstanding. Each share of Common Stock is entitled to notice of, and onevote on all matters submitted for shareholder approval.

Q: How can I access the proxymaterials on the Internet?

A: In accordance with the rulesof the SEC, we are using the Internet as the primary means of furnishingproxy materials to stockholders. Accordingly, most stockholders will notreceive paper copies of our proxy materials. We instead sent stockholders aNotice Regarding the Availability of Proxy Materials (the "Notice") withinstructions for accessing the proxy materials via the Internet and votingvia the Internet or by telephone. The Notice will be mailed on or aboutOctober 12, 2021. The Notice also provides information on how stockholdersmay obtain paper copies of our proxy materials if they so choose.

The Notice provides you with instructionsregarding how to:

view the proxy materials forthe Annual Meeting on the Internet and execute a proxy; and
instruct us to send futureproxy materials to you in printed form or electronically by e-mail.

Choosing to receive future proxy materialsby e-mail will save us the cost of printing and mailing documents to you andwill reduce the impact of our annual meetings on the environment. If youchoose to receive future proxy materials by e-mail, you will receive ane-mail next year with instructions containing a link to those materials anda link to the proxy voting website. Your election to receive proxy materialsby e-mail will remain in effect until you terminate it.

Q: How do I receive a copy ofthe Annual report?

A: The 2020 Form 10-K is beingmailed with this Proxy Statement to those stockholders that received a copyof the proxy materials in the mail. For those stockholders that received theNotice, this Proxy Statement and our 2020 Form 10-K are available at ourwebsite at https://investor.kidoz.net.Upon written request by any stockholder to the Company, Hansa Bank Building,Ground Floor, Landsome Road, The Valley, AI 2640, The Valley, Anguilla,British West Indies, Attention: H. Bromley, CFO, we will furnish, withoutcharge, a copy of the 2020 Form 10-K. You can also obtain copies of our Form10-K and any other reports we file with SEDAR at www.sedar.com or on ourwebsite at https://investor.kidoz.net.

Q: How do I vote?

A: You can vote either in personat the Annual Meeting or by proxy, whether or not you attend the AnnualMeeting. You can vote by proxy in three ways:

By mail-If you are astockholder of record, you can submit a proxy by completing, dating, signingand returning your proxy in the postage paid envelope provided. You shouldsign your name exactly as it appears on the proxy. If you are signing in arepresentative capacity (for example, as a guardian, executor, trustee,custodian, attorney or officer of a corporation), please indicate your nameand title or capacity. If you are a beneficial owner, you have the right todirect your brokerage firm, bank or other similar organization on how tovote your shares, and the brokerage firm, bank or other similar organizationis required to vote your shares in accordance with your instructions. Toprovide instructions to your brokerage firm, bank or other similarorganization by mail, please complete, date, sign and return your votinginstruction card in the postage paid envelope provided by your brokeragefirm, bank or other similar organization.
By telephone-If you are astockholder of record, you can submit a proxy by telephone by calling thetoll-free number listed on the proxy, entering your control number locatedon the proxy or voting instruction card and following the prompts. If youare a beneficial owner and if the brokerage firm, bank or other similarorganization that holds your shares offers telephone voting, you willreceive instructions from the brokerage firm, bank or other similarorganization that you must follow in order to submit a proxy by telephone.
By Internet-If you are astockholder of record, you can submit a proxy over the Internet by loggingon to the website listed on the proxy, entering your control number locatedon the proxy or voting instruction card and submitting a proxy by followingthe on-screen prompts. If you are a beneficial owner, and if the brokeragefirm, bank or other similar nominee that holds your shares offers Internetvoting, you will receive instructions from the brokerage firm, bank or othersimilar organization that you must follow in order to submit your proxy overthe Internet.

Your vote is important. The Board urges youto submit a proxy for your shares as soon as possible by following theinstructions provided on the enclosed proxy or voting instruction card youreceive from your brokerage firm, bank or other similar organization.Internet and telephone submission of proxies is available 24 hours a day,and, if you use one of those methods, you do not need to return a proxy orvoting instruction card. Unless you are planning to vote at the AnnualMeeting in person, your proxy must be received by 11:59 p.m., EasternCaribbean Time Zone, on Sunday, November 21, 2021. Even if you submit yourproxy or voting instructions by one of the methods listed above, you stillmay vote at the Annual Meeting in person if you are the record holder ofyour shares. If you are a beneficial owner, you must obtain a "legal proxy"from the record holder in order to vote your shares at the Annual Meeting.Your vote at the Annual Meeting will constitute a revocation of your earlierproxy or voting instructions.

Q: What happens if I do notprovide instructions on how to vote or if other matters are presented fordetermination at the Annual meeting?

A: If you vote by proxy, yourshares will be voted at the Annual Meeting in the manner you indicate. Ifyour shares are held

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in your name (i.e., not in "street name" through abroker) and if you sign your proxy card, but do not specify how you wantyour shares to be voted, the persons named as proxy holders on the proxycard will vote as the Board recommends.

As of the date of this Proxy Statement, wedo not know of any other matters that may be presented for action at themeeting. Should any other business properly come before the meeting, theproxy holders will vote as the Board recommends or, if no recommendation isgiven, in accordance with their best judgment.

Q: What does it mean if I getmore than one proxy or voting instruction card?

A: If you get more than one proxyor voting instruction card, it means that your shares are registered in morethan one way. Sign and return all proxy or voting instruction cards or voteeach group of shares by mail, telephone or over the Internet to ensure thatall your shares are voted.

Q: Who are the proxyholdersnamed by the Board for the Annual Meeting?

A: Mr. T. M. Williams wasselected by the Board to serve as proxyholder for the Annual Meeting ofstockholders voting on proxy or voting instruction cards. Each properlyexecuted and returned proxy or voting instruction card will be voted by theproxyholders in accordance with the directions indicated thereon or, if nodirections are indicated, in accordance with the recommendations of theBoard. In voting by proxy with regard to the election of directors,stockholders may vote in favor of all nominees, vote in favor of one or morespecific nominee(s), withhold their vote as to all nominees or withholdtheir vote as to one or more specific nominee(s). Each stockholder giving aproxy has the power to revoke it at any time before the shares it representsare voted. Revocation of a proxy is effective upon receipt of a later voteby telephone, Internet, receipt by the Corporate Secretary or inspectors ofelection of either an instrument revoking the proxy or a duly executed proxycard bearing a later date. Additionally, a stockholder may change or revokea previously executed proxy by voting in person at the Annual Meeting.

Q: Will my shares be voted if Ido not provide my proxy?

A: If you hold your sharesdirectly in your own name, your shares will not be voted if you do not votethem or provide a proxy.

If your shares are held in the name of abrokerage firm or other nominee, your broker may vote your shares on"routine" matters even if you do not provide a proxy. The only routinematter to be voted on at the Annual Meeting is the ratification of theappointment of our independent registered public accounting firm for theyear ended December 31, 2021. If a brokerage firm votes your shares on aroutine matter in accordance with these rules, your shares will count aspresent at the Annual Meeting for purposes of establishing a quorum and willcount as "FOR" votes or "AGAINST" votes, as the case may be, depending onhow the broker votes. Your broker does not have discretionary authority tovote on non-routine matters without instructions from you, in which case a"broker non-vote" will occur and your shares will not be voted on thesematters.

Q. How many shares must bepresent to hold the Annual Meeting?

A: The presence at the AnnualMeeting, in person or by proxy, of the holders of one third of the shares ofCommon Stock outstanding and entitled to vote on the record date willconstitute a quorum entitled to conduct business at the Annual Meeting.Abstentions and broker non-votes will be included in the calculation of thenumber of shares of Common Stock considered to be present at the AnnualMeeting. Broker non-votes refer to shares held by brokers and other nomineesor fiduciaries that are present at the Annual Meeting but not voted on amatter. Directors are elected by plurality vote of the votes cast at theAnnual Meeting. Abstentions and broker non-votes will have no effect on theelection of directors.

Q: What vote is needed to electdirectors and approve other proposals?

A: At the Annual Meeting,directors will be elected and other proposals approved by a majority of thevotes cast.

If you do not instruct your broker how tovote with respect to this item, your broker may not vote with respect tothis proposal. For your vote to be counted, you must submit your votinginstructions to your broker or custodian. Abstentions and broker non-voteswill not be counted as votes cast and therefore will have no effect indetermining whether the required majority vote has been attained.

Q: How will the votes betabulated?

A: The inspectors of electionappointed for the Annual Meeting will tabulate the votes cast, in person orby proxy, at the Annual Meeting and will determine whether a quorum ispresent.

Q: How do I revoke a proxy?

A: If you hold your sharesregistered in your name, you may revoke your proxy by submitting a revisedone at any time before the vote to which the proxy relates. You may alsorevoke it by submitting a ballot at the Annual Meeting.

If your shares are held in street name,there are special procedures that you must follow to revoke a proxysubmitted via the Internet or by telephone or by marking, signing andreturning a vote instruction card.

Revoking your vote andsubmitting a new vote before the deadline of 11:00 a.m., Eastern CaribbeanTime Zone, on November 22, 2021. If you submit a proxy via the Internet, bytelephone or by marking, signing and returning a vote instruction card, youmay revoke your proxy at any time and by any method before the deadline.
Revoking your vote andsubmitting a new vote after the deadline of 11:00 a.m., Eastern CaribbeanTime Zone, on

Page 7 November 22, 2021. If you submit a proxy via the Internet, bytelephone or by marking, signing and returning a vote instruction card andwish to revoke it and submit a new proxy after the deadline has passed, youmust contact your brokerage firm, bank or other similar organization andfollow its requirements. We cannot assure you that you will be able torevoke your proxy and vote your shares by any of the methods describedabove.
Revoking your vote andsubmitting a new vote by ballot at the Annual Meeting. If you submit a proxyvia the Internet, by telephone or by marking, signing and returning a voteinstruction card and wish to revoke it and vote at the Annual Meeting, youmust contact your brokerage firm, bank or other similar organization andfollow its requirements. We cannot assure you that you will be able torevoke your proxy or attend and vote at the Annual Meeting.
If you receive more than oneproxy or voting instruction card on or about the same time, it generallymeans you hold shares registered in more than one account. In order to voteall of your shares, please sign and return each proxy or voting instructioncard or, if you vote via the internet or telephone, vote once for each proxyor voting instruction card you receive.

Q: Where can I find the results ofthe Annual Meeting?

A: We intend to announcepreliminary voting results at the Annual Meeting and announce final resultsin a Current Report on Form 8-K that we will file with the SEC and SEDARwithin four business days of the Annual Meeting.

Q: How can I attend the AnnualMeeting?

A: Only stockholders and certainother permitted attendees may attend the Annual Meeting. Please note thatspace limitations make it necessary to limit attendance in person tostockholders and one guest. Admission to the Annual Meeting will be on afirst-come, first-served basis. Proof of Kidoz Inc. stock ownership as ofthe record date, along with photo identification, will be required foradmission. Stockholders holding stock in an account at a brokerage firm,bank, broker-dealer or other similar organization ("street name" holders)will need to bring a copy of a brokerage statement reflecting their stockownership as of the record date. No cameras, recording equipment, electronicdevices, use of cell phones or other mobile devices, large bags or packageswill be permitted at the Annual Meeting.

The Meeting will be held in person andvirtually via the Zoom meeting platform. In order to access the Meeting,shareholders will have two options: through the Zoom application, whichrequires internet connectivity; or via teleconference.

Attending via Zoom Video Conference:

In order to access the Meeting through theZoom application, shareholders will need to download the application ontotheir computer or smartphone and then, once the application is loaded, openthe following link or enter the Meeting ID below:

https://us02web.zoom.us/j/85477116886?pwd=K0hyYzIxbzRZU1o0OW5CVXJTa3A5dz09

Meeting ID: 854 7711 6886

Password: 695437

Shareholders will have the option throughthe application to join the video and audio or simply view and listen.

It is the shareholders' responsibility toensure connectivity during the meeting and the Company encourages itsshareholders to allow sufficient time to log in to the Meeting before itbegins.

Attending via Teleconference

In order to dial into the Meeting bytelephone, shareholders may phone:

Canada: 855 703 8985 (Toll Free)

US: 888 788 0099 (Toll Free) or 877 853 5247(Toll Free)

or to a local phone number that can beobtained on the following website:

https://us02web.zoom.us/u/kdrJcVj7Pl

Meeting ID: 854 7711 6886

Password: 695437

Q: How do I submit a proposalor nominate a director candidate for the 2022 annual meeting ofstockholders?

A: Stockholder Proposals

Stockholder proposals intended to bepresented at the next Annual Meeting of Stockholders of the Company mustmeet the requirements of Rule 14a-8 promulgated by the Securities andExchange Commission and must be received by the Company at its principalexecutive offices by February 28, 2022, in order to be considered forinclusion in the Company's proxy statement relating to such meeting.

No Stockholder proposals were received forthe 2021 Annual Meeting of Stockholders of the Company.

Record Date andVoting Rights

The record date for determination ofshareholders who are entitled to notice of and to vote at the Annual Meetingis October 5, 2021. This Proxy Statement and the accompanying Proxy arebeing sent to shareholders on or about October 12, 2021.

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Interest of Insidersin Material Transactions

Mr. T. M. Williams, is a director and theExecutive Chairman of the Company. Mr. T. M. Williams holds 12.57% of theshare capital of the Company with 16,515,316 directly owned common shares.It is the intention of the proposed nominees of management of the Companyfor election as directors of the Company, should they be elected, tore-appoint Mr. T. M. Williams as Executive Chairman of the Company.

Mr. E. Ben Tora is a director and Co-CEO ofthe Company. He holds 3.97% of the share capital of the Company with5,214,965 indirectly owned common shares. It is the intention of theproposed nominees of management of the Company for election as directors ofthe Company, should they be elected, to confirm the continued appointment ofMr. E. Ben Tora as Co-CEO of the Company.

Mr. J. M. Williams is a director and Co-CEOof the Company. He holds 0.69% of the share capital of the Company with908,200 directly owned common shares. It is the intention of the proposednominees of management of the Company for election as directors of theCompany, should they be elected, to confirm the continued appointment Mr. J.M. Williams as Co-CEO of the Company. Mr. J. M. Williams is the son of Mr.T. M. Williams.

Pendinas Ltd. is the largest singleshareholder in the Company, holding 21.18% of the share capital of theCompany, with 27,839,464 directly owned common shares. Pendinas Ltd. iswholly owned by Mr. G. R. Williams, a resident of the Isle of Man. Mr. G.R. Williams is not related to either Mr. T.M. Williams or Mr. J. M.Williams.

Interest of CertainPersons in Matters to be Acted Upon

No director or senior officer of the Companyor any proposed nominee of management of the Company for election as adirector of the Company, nor any associate or affiliate of any of theforegoing persons, has any material interest, direct or indirect, by way ofbeneficial ownership of securities or otherwise, in any matter to be actedupon at the Annual Meeting other than the election of directors, except asotherwise disclosed herein.

BUSINESS OF THE MEETING

There are three matters being presented forconsideration by the shareholders at the Annual Meeting: election ofdirectors of the Company; approval of ratification of the appointment ofDavidson & Company LLP, Chartered Accountants, as independent auditors forthe Company for the 2021 fiscal year and authorization of the Board ofDirectors to fix their remuneration; and ratification of the Company'srolling stock option plan, as previously constituted and approved, but withthe addition of an Israeli Taxpayers Appendix, as hereinafter described. Any other matter that may properly come before the meeting and anyadjournment or postponement thereof will also be considered.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

General

The Company's Articles of Incorporationprovide for a minimum of two and a maximum of twelve directors. The size ofthe board of directors is currently six. Subject to the Articles ofIncorporation, the Company's Bylaws ("Bylaws") provide that the number ofdirectors shall be increased or decreased from time to time by resolution ofthe board of directors or the shareholders. Directors are elected for a termof one year and until their successors have been elected and qualified.There are currently three executive directors of the Company, each of whomhas agreed to stand for re-election. The current board of directors hasnominated three additional non-executive directors, each of whom has agreedto stand for election.

Information with Respect to Nominees

The following table lists the personsnominated by the board of directors for election as directors and also listscertain information with respect to those persons.

Nominee and Address	Age	Director Since	Principal Occupation of Director	Ownership (1)
Executive Directors
Tarrnie Williams<br> <br>Vancouver, B.C., Canada	81	September, 2001	Executive Chairman<br> <br>(8) (10)	16,965,316 (2)	12.13%
Jason Williams<br> <br>London, United Kingdom	45	July, 2007	Co-Chief Executive Officer<br> <br>(8) (9)	1,358,200 (3)	0.97%
Eldad Ben Tora<br> <br>Netanya, Israel	51	November, 2019	Co-Chief Executive Officer	5,664,965 (4)	4.05%
Non-Executive Directors
Fiona Curtis<br> <br>Little Harbour, Anguilla	55	June, 2009	Non-Executive Director<br> <br>(8) (9) (10)	450,000 (5)	0.32%
Claes Kalborg<br> <br>Saltsjobaden, Sweden	59	June, 2018	Non-Executive Director<br> <br>(8) (9) (10)	400,000 (6)	0.29%
Moshe David<br> <br>Binyamina, Israel	56	November, 2019	Non-Executive Director	1,282,991 (7)	0.92%

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(1) The ownership includes the beneficialownership of securities and the beneficial ownership of securities that canbe acquired within 60 days from October 5, 2021, upon the exercise ofoptions. Each beneficial owner's percentage ownership is determined byassuming that options that are held by such person and which are exercisablewithin 60 days from October 5, 2021, are exercised, for the purpose ofcomputing percentage ownership.

(2) Includes 300,000 options with anexercise price of CAD$0.54 (approximately US$0.43) per share, 50,000 optionswith an exercise price of CAD$0.45 (approximately US$0.36) per share, 50,000options with an exercise price of CAD$0.50 (approximately US$0.40) per shareand 50,000 options with an exercise price of CAD$1.02 (approximatelyUS$0.81) per share (which options are exercisable presently or within 60days) and 16,515,316 shares held directly by Mr. T. M. Williams.

(3) Includes 300,000 options with anexercise price of CAD$0.54 (approximately US$0.43) per share, 50,000 optionswith an exercise price of CAD$0.45 (approximately US$0.36) per share, 50,000options with an exercise price of CAD$0.50 (approximately US$0.40) per shareand 50,000 options with an exercise price of CAD$1.02 (approximatelyUS$0.81), (which options are exercisable presently or within 60 days) and908,200 shares held directly by Mr. J. M. Williams. Mr. J. M. Williams isthe son of Mr. T. M. Williams.

(4) Includes 350,000 options with anexercise price of CAD$0.45 (approximately US$0.36) per share, 50,000 optionswith an exercise price of CAD$0.50 (approximately US$0.40) per share and50,000 options with an exercise price of CAD$1.02 (approximately US$0.81)per share, and 5,214,965 shares held indirectly by Mr. E. Ben Tora.

(5) Includes 300,000 options with anexercise price of CAD$0.54 (approximately US$0.43) per share, 50,000 optionswith an exercise price of CAD$0.50 (approximately US$0.40) per share and50,000 options with an exercise price of CAD$1.02 (approximately US$0.81)per share (which options are exercisable presently or within 60 days) and50,000 shares held directly by Ms. F. Curtis.

(6) Includes 300,000 options with anexercise price of CAD$0.54 (approximately US$0.43) per share, 50,000 optionswith an exercise price of CAD$0.50 (approximately US$0.40) per share and50,000 options with an exercise price of CAD$1.02 (approximately US$0.81)per share (which options are exercisable presently or within 60 days) andnil shares held directly by Mr. C. Kalborg.

(7) Includes 300,000 options with anexercise price of CAD$0.54 (approximately US$0.43) per share, 50,000 optionswith an exercise price of CAD$0.50 (approximately US$0.40) per share and50,000 options with an exercise price of CAD$1.02 (approximately US$0.81)per share (which options are exercisable presently or within 60 days) and543,379 shares held indirectly by Mr. M. David and 339,612 shares heldindirectly by a Company owned by Mr. M. David.

(8) Member of AuditCommittee.

(9) Member of CorporateGovernance and Nominating Committee.

(10) Member of CompensationCommittee.

Background ofNominees and Proposed Position in the Company (1)

Tryon (Tarrnie) M. Williams - Executive Chairman, Member of the Boardof Directors

Mr. Tarrnie Williamsserved as Chief Executive Officer and Chairman of the Company from August20, 2001 until June 16, 2011. Since June 16, 2011, Mr. T. M. Williams hasserved as the Executive Chairman of the Company. Since 1984, Mr. Williamshas served as a principal of T.M. Williams (ROW) Ltd., a private consultingfirm, and, from 1993 until 2008, was Adjunct Professor, Faculty of Commerceand Business Administration at the University of British Columbia. From 1988to 1991, he was President and Chief Executive Officer of DistinctiveSoftware, Inc. in Vancouver, Canada, and, upon the acquisition of thatcompany by Electronic Arts Inc., North America's largest developer ofentertainment software, he became President and Chief Executive Officer ofElectronic Arts (Canada) Inc., in which position he remained until 1993.From 1995 to 2012, Mr. T. M. Williams was a director of YM Biosciences,Inc., a biotechnology company, until its acquisition by Gilead Sciences,Inc. In addition, Mr. T. M. Williams is a director of several other privatecorporations.

Jason Williams- Co-Chief Executive Officer, Memberof the Board of Directors

Mr. Jason M.Williams served as Vice President, Business Development and MarketingDirector for the Company from September 2001 until June 16, 2011. Mr. J. M.Williams has been a director of the Company since July 26, 2007. From June16, 2011 to March 9, 2019, Mr. J. M. Williams served as the sole ChiefExecutive Officer of the Company. Prior to his employment with the Company,Mr. J. M. Williams was a Business Analyst with Blue Zone Inc. (a technologycompany) and RBC Dominion Securities. Mr. J. M. Williams has a Bachelor ofCommerce degree from the University of Victoria and a Masters of BusinessAdministration degree from the University of Warwick. In addition,Mr. J. M. Williams is a Non-ExecutiveDirector of Adventurebox Technology AB (publ). Mr. J. M. Williamsis the son of Mr. T. M. Williams, the Executive Chairman of the Company.

Eldad Ben Tora - Co-ChiefExecutive Officer, Member of the Board of Directors

Mr. Eldad Ben Tora has served as Co-ChiefExecutive Officer following the acquisition by the Company of Kidoz Ltd. Mr.E. Ben Tora was a co-founder of Kidoz Ltd. and has served as its ChiefExecutive Officer and Chief Revenue Officer since June 2013. Previously heserved as General Manager and Chief Product officer at Bluesnap (formerlyPlimus), which was acquired by Great Hill Partners in 2011. Mr. E. Ben Toraholds a bachelor's degree in management and communication from the Collegeof management in Tel Aviv. Mr. E. Ben Tora is a serial entrepreneur andsenior executive in venture-backed and public Internet companies, both earlyand growth stage, bringing extensive experience in operating and scalingtech companies.

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Fiona Curtis - Non-Executive Director

Ms. Fiona Curtis has served as a director ofthe Issuer since June 10, 2009. She has served as. Compliance Officer andGeneral Corporate Secretary for Counsel Limited, an Anguillian financialservices corporation, since 2006. Ms. F. Curtis is the Managing Director ofCounsel Limited. Ms. F. Curtis has been working in the financial servicesindustry since 1990. She started at the brokerage firm, Burns Fry, inToronto (now Nesbitt Burns, Bank of Montreal). She completed her CanadianSecurities Course and became a licensed Securities Broker in 1992. She waseducated in England, and attended the University of Toronto, Canada for herundergraduate degree. Ms. F. Curtis's MBA in Finance & International Affairswas granted by the Rotman School of Business, University of Toronto. Ms. F.Curtis obtained her Associates Degree in Captive Insurance in 2018. She hasalso served as Chairman of the Board of Anguilla Finance (2016 - 2020), themarketing body for Anguilla Financial Services. Ms. F. Curtis is a FoundingMember and Director of the Anguilla Compliance Association, now serving asChairman.

Claes Kalborg- Non-Executive Director

Mr. Claes Kalborg is a 20-year licensingveteran with experience from leading game companies such as Rovio (themakers of Angry Birds) and King.com (the makers of Candy Crush). Taking onthe aptly named role of licensing guru, Mr. C. Kalborg has gathered close to50 licensees and established a network of regional agents for Candy Crusharound the world. Those agents include Striker Entertainment in the U.S. andCanada; Tycoon Enterprises in Latin America (except Argentina and Brazil);Tycoon 360 in Brazil; IMC in Argentina; Mediogen in Israel; Sinerji inTurkey; Pacific Licensing Studio in Southeast Asia; Wild Pumpkin Licensingin Australia and New Zealand; PPW in greater China; and Voozclub in Korea.Mr. C. Kalborg brings a wealth of experience and a deep network in licensingand technology to Kidoz Inc. In addition, Mr. C. Kalborg is a Non-ExecutiveDirector of Flexion Mobile Plc, Fragbite, LL Games and AdventureboxTechnology AB (publ).

Moshe David - Non-Executive Director

Mr. Moshe David is the Chief ExecutiveOfficer of the TIBA, a global leader in Parking revenue systems. Since Mr.M. David joined TIBA in early 2016, the company has quadrupled its revenueand became the market leader in North America while maintaining highmargins. Prior to TIBA, Mr. David founded several companies and served as anExecutive and Board member in several more, including Kidoz Ltd., Mappo,NlightU, OzVision, TvPoint and Omnisys. Mr. David also served as deputy CEOmanaging Ness Technologies Inc. and as President of North America in AmdocsLimited, in both roles managing businesses of hundreds of millions of USD$and thousands of employees around the globe. Mr. David started his career inthe Israeli Airforce. He has a BA in Economics and Computer Science from BarIlan University in Israel, and an MBA Cum Laude from Boston University.

(1) It is the intention of the proposednominees of management of the Company for election as directors of theCompany, should they be elected, to re-appoint Mr. T. M. Williams asExecutive Chairman of the Company. It is the intention of the proposednominees of management of the Company for election as directors of theCompany, should they be elected, to confirm the continued appointment Mr.Jason M. Williams and Mr. Eldad Ben Tora as Co-CEO's of the Company.

Vote Required

A majority of votes by the shares of CommonStock present or represented and voting at the Annual Meeting is required toelect the nominees.

THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS VOTING FOR ALL NOMINEES FOR THE BOARD OF DIRECTORS.

PROPOSAL NO. 2 - APPROVAL OFAUDITOR

Relationship with Independent Auditor

The Company has retained the firm ofDavidson & Company LLP, Chartered Accountants, as independent auditor of theCompany for the fiscal year ending December 31, 2021. Davidson & CompanyLLP, Chartered Accountants have been engaged as the Company's independentauditors since February 4, 2010. There were no disputes or disagreementsbetween Davidson & Company LLP, Chartered Accountants and the Company duringthe previous three fiscal years on any matter of accounting principles orpractices, financial statement disclosure, auditing scope or procedure whichdisagreements, if not resolved to the satisfaction of Davidson & CompanyLLP, Chartered Accountants would have caused them to make reference to thesubject matter of the disagreement in connection with their reports.

During the Company's most recent fiscal yearending December 31, 2020, there were no reportable events with Davidson &Company LLP, Chartered Accountants, required to be disclosed by Item 304(a)(1) (v) of Regulation S-K of the SEC.

The Company does not expect a representativeof Davidson & Company LLP, Chartered Accountants, to be present at theAnnual Meeting and, that being the case, they will not be available at themeeting to respond to questions.

Ratification of the appointment of Davidson& Company LLP, Chartered Accountants, as the Company's independent auditorsfor 2021 requires that the votes cast in favor of this matter exceed thevotes cast in opposition. Any shares not voted (whether by abstention,broker non-vote or otherwise) have no impact on the vote for this matter.

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Disclosure of Auditor Fees

Audit Fees: Fees paid or to be paid toDavidson & Company LLP, Chartered Accountants, in connection with the auditof the Company's annual financial statements for the year ended December 31,2020, and the review of the Company's interim financial statements includedin the Company's Quarterly Reports on Form 10-Q during the year endedDecember 31, 2020, totaled approximately $102,958 (2019 - $78,543).

Financial Information Systems Design andImplementation Fees:

The Company did not engage Davidson &Company LLP, Chartered Accountants to provide services to the Companyregarding financial information systems design and implementation during theyear ended December 31, 2020.

All Other Fees:

Fees paid to Davidson & Company LLP,Chartered Accountants by the Company during the year ended December 31,2020, for tax advisory and other consultation services were $nil (2019 -$2,642).

Vote Required

A majority of votes by the shares of CommonStock present or represented and voting at the Annual Meeting is required toratify the appointment of the Independent Auditors and to authorize thedirectors to fix the remuneration payable to the auditor.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR"THE RATIFICATION OF THE APPOINTMENT OF DAVIDSON & COMPANY, CHARTEREDACCOUNTANTS AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2021.

PROPOSAL NO. 3 - RATIFICATION OFEXISTING ROLLING 2015 STOCK OPTION PLAN, AS

AMENDED BY INCLUSION OF ISRAELI TAXPAYERSAPPENDIX

Stock Option Plan

The Company's stock-based compensationprogram provides stock options that create a direct link between executiverewards and enhanced shareholder value, since the full benefit of thiscompensation element cannot be realized unless stock appreciation occursover a number of years.

The Company currently has in place a 10%"rolling" stock option plan, which was implemented by the Company oncompletion of its listing on Tier 2 of the TSX Venture Exchange ("TSX-V")effective July 2, 2015, and in the year ended December 31, 2020 anIsraeli Taxpayers Appendix that has beenapproved by the TSX-V (the original plan, together with the IsraeliTaxpayers Appendix approved for inclusion therein, herein referred to as the"2015 Plan") was included. Pursuant to the policies of the TSX-V,shareholders are required to approve such "rolling" stock option plans on ayearly basis. The 2015 Plan complies with the requirements of the TSX-V'sPolicy 4.4. Under the 2015 Plan, the Company may grant stock optionspursuant to which common shares may be purchased by directors, officers,employees and consultants of the Company up to a maximum of 10% of theissued and outstanding capital of the Company.

The Plan was established to provideincentive to qualified parties to increase their proprietary interest in theCompany and thereby encourage their continuing association with theCompany. The Plan is administered by the Board of Directors of the Companyand subject to regulatory requirements, it may be amended by the Board ofDirectors of the Company without further shareholder approval. A copy ofthe 2015 Plan is attached as Schedule "B".

Thefollowing table sets forth details of all exercises of options granted underthe 2015 Plan during the financial year of the Company ended December 31,2020, by each of the Named Executive Officers and the value as at December31, 2020, of unexercised options granted under the 2015 Plan on an aggregatebasis:

AGGREGATED OPTION EXERCISES IN LASTFISCAL YEAR AND YEAR END OPTION VALUES

Name	Shares Acquired on Exercise	Value Realized	Number of Options at Year End Exercisable / Unexercisable ^(1)^	Value of Options at Year End^^Exercisable / Unexercisable
T. M. Williams	Nil	Nil	350,000/50,000	$nil /$2,500
J. M. Williams	Nil	Nil	350,000/50,000	$nil /$2,500
E. Ben Tora	Nil	Nil	nil/350,000	$nil /$15,000
H. W. Bromley	Nil	Nil	350,000/50,000	$nil /$2,500

(1) On December 31, 2020, the closing price of Common Stock on the TSXVenture Exchange under the symbol of "KIDZ-V" was CAD$0.50. For purposes ofthe foregoing table, stock options with an exercise price less than thatamount are considered to be in-the-money and are considered to have a valueequal to the difference between this amount and the exercise price of thestock option multiplied by the number of shares covered by the stock option.Effective, April 9, 2019,

**Page 12**

the Company changed its name to Kidoz Inc. andstarted trading on the TSX Venture Exchange under the symbol of "KIDZ-V".

Repricing of Options

During the fiscal yearended December 31, 2020, there was no repricing of options granted to any ofthe optionees under the Company's Stock Option Plans.

Securities Authorized for Issuance underEquity Compensation Plans

During the year ended December 31, 2020,there were 2,745,000 options granted at CAD$0.45 (approximately US$0.36).Subsequent to the year ended December 31, 2020, there were 1,075,000 optionsgranted at CAD$0.50, 1,300,000 options granted at CAD$1.02 and 300,000options granted at CAD$0.66. As of the date hereof, there are a total of1,789,150 options with an exercise price of CAD$0.54 (approximately US$0.43)per share, 1,275,000 options with an exercise price of $0.50 per share,2,545,000 options with an exercise price of CAD$0.45 (approximately US$0.36)per share, 991,600 options with an exercise price of CAD$0.50 (approximatelyUS$0.40) per share, 1,250,000 options with an exercise price of CAD$1.02(approximately US$0.81) per share and 300,000 options with an exercise priceof CAD$0.66 (approximately US$0.52) per share outstanding to directors,officers, employees and consultants.

Ratification andconfirmation of 2015 Stock Option Plan

At the Meeting, shareholders will be askedto consider and, if thought fit, to pass, with or without modification, thefollowing ordinary resolution:

"RESOLVED, as an ordinary resolution,that:

1. the Company's stock optionplan, as currently constituted, in the form approved by the TSX VentureExchange (as so constituted, the "2015 Plan"), be and ishereby ratified, confirmed and approved, and reservation for issuanceunder the 2015 Plan at any time of a maximum of 10% of the issued andoutstanding common shares of the Company be and it is hereby approved;

2. the Company be and is herebyauthorized to grant stock options pursuant to and subject to the terms andconditions of the 2015 Plan to qualified directors, officers, employees andconsultants or management companies controlled by employees of the Companyor of any affiliate of the Company; and

3. any one director or officer ofthe Company, for and on behalf of the Company, be and is hereby authorizedto execute and deliver all documents and instruments and take all such otheractions as may be necessary or desirable to implement this resolution andthe matters authorized hereby, such determination to be conclusivelyevidenced by the execution and delivery of any such documents andinstruments and the taking of any such actions."

An ordinary resolution is a resolutionpassed by the shareholders of the Company at a general meeting by a simplemajority of the votes cast in person or by proxy.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THERATIFICATION, CONFIRMATION AND APPROVAL OF THE 2015 STOCK OPTION PLAN, ASNOW CONSTITUTED.

StockPerformance Graph

The following graph compares the cumulativeshareholder return of the common shares of the Company for the year endedDecember 31, 2021, with the cumulative total return of the S&P & NasdaqComposite Total Return Index

**Page 13**

EXECUTIVE COMPENSATION OF MANAGEMENT,OWNERSHIP OF CERTAIN

STOCKHOLDERS, AND CERTAIN RELATEDTRANSACTIONS

The Executive Officers consist of Mr.Tarrnie Williams, Mr. Jason Williams, Mr. Eldad Ben Tora and Mr. HenryBromley ("Executive Officers"). Executive Officers are appointed annually bythe board of directors and serve at the pleasure of the Board.Mr. Jason Williams is the son of Mr.Tarrnie Williams, the Company's Executive Chairman. There are no otherfamily relationship between any of the Executive Officers and Directors.Memberships on the boards of other public companies are set out above under"Election of Directors - Background of Nominees" in the biographies of eachof the nominee Directors, and memberships on the boards of other publiccompanies for each of the Executive Officers who are not Directors are setout below.

Background of Executive Officers

The biography of Mr. Tarrnie Williams, Mr.Jason Williams and Mr. Eldad Ben Tora can be found under "Election ofDirectors - Background of Nominees".

Henry Bromley- Chief Financial Officer

Mr. Bromley has served as the ChiefFinancial Officer of the Company since July 2002. From 2011 to 2016, Mr.Bromley was Chief Financial Officer for Roadhouse Holdings Ltd., an onlinegames company. From 2004 to 2015 he was the Chief Financial Officer forCellStop Systems, Inc., a security manufacturing company. From 2000 to2001, Mr. Bromley was a director and the Group Financial Officer forAgroceres & Co. Ltd. From 1995 - 1999, he was an employee of Ernst & Youngworking in South Africa and in the United States of America. Mr. Bromley hasin addition worked for CitiBank, Unilever PLC and Gerrard. Mr. Bromley is aChartered Accountant.

COMPENSATION OF DIRECTORS AND EXECUTIVEOFFICERS

Summary Compensation Table

The following table sets forth the aggregatecash compensation paid for services rendered to the Company during the lastthree fiscal years by the Company's Chief Executive Officer and theCompany's most highly compensated executive officers who served as such atthe end of the last fiscal year (the "Named Executive Officers").

**Page 14**

		Annual Compensation			Long-term Compensation
Name and Principal Position	Year	Fees	Bonus	Other Annual<br> <br>Compensation	Restricted Stock Awards	Securities Underlying Options granted	All Other<br> <br>Compensation
		$	$	$	$	(#)	$
T.M. Williams -	2020	112,200	-	-	-	50,000	-
Executive	2019	132,000	10,000	-	-	-	-
Chairman (1)	2018	132,000	-	-	-	175,000	-
J. M. Williams	2020	141,067	-	-	-	50,000	-
Co-CEO (2)	2019	166,729	10,000	-	-	-	-
	2018	170,128	-	-	-	175,000	-
E. Ben Tora	2020	175,040	-	-	-	350,000	-
Co-CEO (3)	2019	114,359	125,000	-	-	-	-
H. W. Bromley	2020	131,231	-	-	-	50,000	-
CFO (4)	2019	138,434	10,000	-	-	-	-
	2018	109,079	-	-	-	175,000	-

(1) All of the compensation paid to the Named Executive Officer is paidto T.M. Williams (ROW) Ltd. for the services of Mr. T. M. Williams.

(2) All of the compensation paid to the Named Executive Officer is paidto LVA Media Inc. for the services of Mr. J. M. Williams as CEO of theCompany and Jayska Consulting Ltd for the marketing services of Mr. J. M.Williams.

(3) All of the compensation paid to the Named Executive Officer is paidto Mr. E. Ben Tora as an employee of Kidoz Ltd.

(4) All of the compensation paid to the Named Executive Officer is paidto Bromley Accounting Services Ltd. for the services of Mr. H. W. Bromley.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options and rights	Weighted average exercise price of outstanding options and rights	Number of securities remaining available for future issuance
****	(a)	(b)	(c)
Equity compensation plans approved by security holders	8,150,750	$0.47	4,921,749
Equity compensation plans not approved by security holders	0	0	0
Total	8,150,750	$0.47	4,921,749

Long Term Incentive Plan Awards

The Company does not have any Long-TermIncentive Plans. Executive Directors receive no compensation for theirservice as Directors, although they do receive reimbursement for reasonableexpenses incurred in attending meetings of the Board of Directors.Non-Executive Directors receive $500 per meeting, plus reimbursement forreasonable expenses incurred.

The Company may in the future createretirement, pension, profit sharing, insurance and medical reimbursementplans that cover Officers and Directors. At the present time, no such plansexist. No advances have been made or are contemplated by the Company to anyof its Officers or Directors.

Employment Contracts and Termination ofEmployment and Change of Control Arrangements

The Company has management consultingagreements with the following:

T.M. Williams (ROW) Ltd., an Anguilla incorporated company, and Mr. T. M.Williams dated August 20, 2001, in connection with the provision of servicesby Mr. T. M. Williams as Executive Chairman of the Company. Theagreement was amended during the year ended December 31, 2014, to providefor a consultancy payment equal to 2.5% of the monthly social bingo businesswith a minimum of $11,000 and a maximum of $25,000 per month

Page 15
Jayska Consulting Ltd., a United Kingdomcompany, and Mr. J. M. Williams dated January 1, 2014, in connection withthe provision of marketing services by Mr. J. M. Williams of Kidoz Inc. Theagreement provides for a consultancy payment of GBP5,000 Sterling per month, payablein arrears.
LVA Media Inc., an Anguilla company, andMr. J. M. Williams dated January 1, 2014, for the provision of services ofMr. J. M. Williams as Chief Executive Officer of Kidoz Inc. The agreementprovides for a consultancy payment equaling 2.5% of the monthly social bingobusiness with a minimum of $7,500 and a maximum of $25,000 per month.

The Company's subsidiary, Kidoz Ltd., has anemployment agreement with Mr. E. Ben Tora. Mr. E. Ben Tora receives anannual salary $149,322 (480,000 New Israeli Shekels (NIS)), and the use ofa motor vehicle not to exceed $1,400 (4,500 NIS).

Composition of the Compensation Committee

The present Compensation Committee consistsof Mr. M. David, Mr. C. Kalborg, and Ms. F. Curtis. On behalf of the Boardof Directors, the Compensation Committee establishes and monitors theCompany's policies for attracting, retaining, developing and motivatingsenior employees. This includes the review and recommendation to the Boardof Directors, for approval, of the remuneration of the Company's seniorexecutive officers, including the Named Executive Officers, based on therecommendation of the Chief Executive Officer.

A new compensation committee will be electedat the first board meeting subsequent to the Annual General Meeting.

Report on Executive Compensation

The compensation policies are designed tosupport the Company's strategic objectives, ensure that incentive programsare designed to motivate senior managers to achieve or exceed corporateobjectives and to enhance shareholder value and to ensure that there isreasonable consistency in the application of the compensation policy.

In determining actual compensation levels,the Committee considers the total program, rather than any single element inisolation. Total compensation levels are set to reflect both the marketplace(to ensure competitiveness) and the responsibility of each position (toensure internal equity).

The Company's executive compensation programhas the following objectives:

to attract, retain and motivate qualified executives;
to be competitive and is adjusted for realties of the market;
to provide incentives to executives to maximize productivity and enhance enterprise value by aligning the interests of the executives with those of the shareholders;
to foster teamwork andentrepreneurial spirit;

Compensation of Directors

Directors of the Company who are not full-time employees of the Company areentitled to receive an attendance fee of $500 per meeting plus expenses. Inaddition, the Chair of the Audit Committee is entitled to an additional feeof $500 per meeting.

Security Ownership of Certain BeneficialOwners and Management

The following table sets forth, as ofOctober 5, 2021, the outstanding Common Stock of the Company owned of recordor beneficially by each Named Executive Officer and Director, and by eachperson who owned of record, or was known by the Company to own beneficially,more than 5% of the Company's Common Stock and the shareholdings of allDirectors and Executive Officers as a group. A person is deemed thebeneficial owner of securities that can be acquired by such person within 60days from such date upon the exercise of options. Each beneficial owner'spercentage ownership is determined by assuming that options that are held bysuch person and which are exercisable within 60 days from the date areexercised.

**Page 16**

As of October 5, 2021, there were131,424,989 shares of the Company's Common Stock issued and outstanding.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	****	Percent of Class
T. M. Williams<br> <br>Suite 4501<br> <br>1011 West Cordova Street<br> <br>Vancouver, BC<br> <br>V6C 0B2<br> <br>Canada	16,965,316	(1)	12.14%

J. M. Williams<br> <br>Flat 16<br> <br>Bridgewater square<br> <br>London, EC2Y 8AG<br> <br>United Kingdom	1,358,200	(2)	0.97%

E. Ben Tora<br> <br>Haomanut 12,<br> <br>Poleg Industrial Park<br> <br>PO BOX 8517<br> <br>Netanya, Israel	5,664,965	(3)	4.05%

F. Curtis<br> <br>Ard Na Mara, Box 1127<br> <br>Anguilla, B.W. I.	450,000	(4)	0.32%

C. Kalborg<br> <br>Tattbyvagen 11<br> <br>Saltsjobaden<br> <br>Sweden	400,000	(5)	0.29%

M. David<br> <br>Haomanut 12,<br> <br>Poleg Industrial Park<br> <br>PO BOX 8517<br> <br>Netanya, Israel	1,282,991	(6)	0.92%

H. W. Bromley<br> <br>3851 Edgemont Boulevard<br> <br>North Vancouver BC, V7R 2P9<br> <br>Canada	825,000	(7)	0.59%

All directors and Named Executive Officers as a group (8 persons)	26,946,472		19.28%

Pendinas Limited<br> <br>Ballacarrick, Pooilvaaish Road<br> <br>Castletown, IM9 4PJ<br> <br>Isle of Man	27,839,464	(8)	19.92%

Wydler Global Equity Fund<br> <br>Claridenstrasse 20<br> <br>Zurich, 8002<br> <br>Switzerland	12,200,000	(9)	8.73%

Ordan Enterprises Ltd.<br> <br>(c/o Aryeh Mergi, RTCapital)<br> <br>54 Ehad Haam Street<br> <br>Tel Aviv,<br> <br>6520216, Israel	8,670,807	(10)	6.20%

Gai Havkin<br> <br>14 Hahadas Street<br> <br>Hadera,<br> <br>38246, Israel	6,844,090	(11)	4.90%

**Page 17**

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class

Lool Ventures Limited Partnership<br> <br>2 Tushiya Street<br> <br>Tel Aviv,<br> <br>6721802, Israel	7,886,700	(12)	5.64%

Norma Investment Ltd.<br> <br>4/1 Sadovnicheskaya Street,115035 Moscow,<br> <br>Russia	7,700,752	(13)	5.62%

(1) Includes 16,515,316 shares held directly by Mr. T. M. Williamsand 300,000 shares of common stock that may be issued upon the exercise of300,000 stock purchase options with an exercise price of CAD$0.54(approximately US$0.43) per share, 50,000 shares of common stock that may beissued upon the exercise of 50,000 stock purchase options with an exerciseprice of CAD$0.45 (approximately US$0.36) per share, 50,000 shares of commonstock that may be issued upon the exercise of 50,000 stock purchase optionswith an exercise price of CAD$0.50 (approximately US$0.40) per share, and50,000 shares of common stock that may be issued upon the exercise of 50,000stock purchase options with an exercise price of CAD$1.02 (approximatelyUS$0.81) per share.

(2) Includes, 908,200 shares held directly by Mr. J. M. Williamsand 300,000 shares of common stock that may be issued upon the exercise of300,000 stock purchase options with an exercise price of CAD$0.54(approximately US$0.43) per share, 50,000 shares of common stock that may beissued upon the exercise of 50,000 stock purchase options with an exerciseprice of CAD$0.45 (approximately US$0.36) per share, 50,000 shares of commonstock that may be issued upon the exercise of 50,000 stock purchase optionswith an exercise price of CAD$0.50 (approximately US$0.40) per share, and50,000 shares of common stock that may be issued upon the exercise of 50,000stock purchase options with an exercise price of CAD$1.02 (approximatelyUS$0.81) per share.

(3) Includes 5,214,965 shares held indirectly by Mr. E. Ben Toraand 350,000 shares of common stock that may be issued upon the exercise of350,000 stock purchase options with an exercise price of CAD$0.45(approximately US$0.36) per share, 50,000 shares of common stock that may beissued upon the exercise of 50,000 stock purchase options with an exerciseprice of CAD$0.50 (approximately US$0.40) per share, and 50,000 shares ofcommon stock that may be issued upon the exercise of 50,000 stock purchaseoptions with an exercise price of CAD$1.02 (approximately US$0.81) pershare.

(4) Includes 50,000 shares held directly by Ms. F. Curtis and300,000 shares of common stock that may be issued upon the exercise of300,000 stock purchase options with an exercise price of CAD$0.54(approximately US$0.43) per share, 50,000 shares of common stock that may beissued upon the exercise of 50,000 stock purchase options with an exerciseprice of CAD$0.50 (approximately US$0.40) per share, and 50,000 shares ofcommon stock that may be issued upon the exercise of 50,000 stock purchaseoptions with an exercise price of CAD$1.02 (approximately US$0.81) pershare.

(5) Includes 300,000 shares of common stock that may be issuedupon the exercise of 300,000 stock purchase options with an exercise priceof CAD$0.54 (approximately US$0.43) per share, 50,000 shares of common stockthat may be issued upon the exercise of 50,000 stock purchase options withan exercise price of CAD$0.50 (approximately US$0.40) per share, and 50,000shares of common stock that may be issued upon the exercise of 50,000 stockpurchase options with an exercise price of CAD$1.02 (approximately US$0.81)per share..

(6) Includes 543,379 shares held indirectly by Mr. M. David and339,612 shares indirectly by a Company owned by Mr. M. David and 300,000shares of common stock that may be issued upon the exercise of 300,000 stockpurchase options with an exercise price of CAD$0.45 (approximately US$0.36)per share, 50,000 shares of common stock that may be issued upon theexercise of 50,000 stock purchase options with an exercise price of CAD$0.50(approximately US$0.40) per share, and 50,000 shares of common stock thatmay be issued upon the exercise of 50,000 stock purchase options with anexercise price of CAD$1.02 (approximately US$0.81) per share.

(7) Includes, 375,000 shares held directly by Mr. H. W. Bromleyand 300,000 shares of common stock that may be issued upon the exercise of300,000 stock purchase options with an exercise price of CAD$0.54(approximately US$0.43) per share, 50,000 shares of common stock that may beissued upon the exercise of 50,000 stock purchase options with an exerciseprice of CAD$0.45 (approximately US$0.36) per share, 50,000 shares of commonstock that may be issued upon the exercise of 50,000 stock purchase optionswith an exercise price of CAD$0.50 (approximately US$0.40) per share, and50,000 shares of common stock that may be issued upon the exercise of 50,000stock purchase options with an exercise price of CAD$1.02 (approximatelyUS$0.81) per share.

(8) Includes 27,839,464 shares held directly by Pendinas Ltd., acompany wholly owned by Mr. G. R. Williams. Mr. G. R. Williams is notrelated to Mr. T. M. Williams or Mr. J. M. Williams.

(9) Includes 12,200,000 shares held directly by Wydler GlobalEquity Fund.

(10) Includes 8,670,807 shares held indirectly byOrdan Enterprises Ltd.

(11) Includes 6,844,090 shares held indirectly by Gai Havkin.

(12) Includes 7,886,700 shares held indirectly byLool Ventures Limited Partnership.

(13) Includes 7,700,752 shares held directly byNorma Investment Limited.

CHANGES IN CONTROL

There were no changes in control since thelast Annual General Meeting.

Section 16(a)Beneficial Ownership Reporting Compliance

The Company's officers, directors orbeneficial owners of more than ten percent of the Common Stock of theCompany filed, in a timely basis, the reports required to be filed bySection 16(a) of the Exchange Act during the most recent fiscal year.

**Page 18**

Corporate Governance Disclosure Statement

The Company's Board of Directors hasultimate responsibility to supervise the management of the business andaffairs of the Company and its subsidiaries. The Board considers goodcorporate governance to be central to the effective and efficient operationof the Company and regularly reviews, evaluates and modifies its governanceprogram to ensure it is of the highest standard. The Board is satisfied thatthe Company's governance plan meets and, in many cases, exceeds legal andstock exchange requirements. The Company is required to disclose certaininformation relating to its corporate governance practices as set out inSchedule "A". The Board of Directors has adopted a written mandate toformalize its responsibilities, a copy of which is attached to this circularas Appendix "I".

Board Committees

We currently have three committees of ourBoard of Directors.

Audit Committee - Committee members -C. Kalborg*, F. Curtis, and M. David.

This committee reviews the financialstatements and the financial reporting process of the Company and recommendsto the board the approval of the financial statements. This is discussedfurther in Appendix II.

Corporate Governance Committee - Committee members - F. Curtis* and C. Kalborg.

This committee reviews the ethics policy ofthe Company and ensures compliance. It makes recommendations to the boardfor improvement in Corporate Governance. In addition, it will be thiscommittee to whom a whistle blower will report.

Compensation Committee - Committee members - M. David*, C. Kalborg, and F. Curtis.

This committee will propose the appointmentand remuneration of the Chief Executive Officer including salary, stockoptions, and bonuses.

* Indicates the Chairman of the Committee.

The Composition of the Committees will beelected at the first board meeting subsequent to the Annual General Meeting.

Board of Directors Meetings

The Company's board of directors met fivetimes in person or by telephonic conversation during the last fiscal year.All actions were approved by unanimous consent. The Executive Officers ofthe Company met on a regular weekly basis throughout the fiscal year.

Report of the Audit Committee

The Audit Committee has met and helddiscussions with management and the Company's independent registered publicaccounting firm. Management represented to the Audit Committee that theCompany's consolidated financial statements were prepared in accordance withaccounting principles generally accepted in the United States of America,and the Audit Committee has reviewed and discussed the consolidatedfinancial statements with management and the Company's independentregistered public accounting firm. The Audit Committee discussed with theCompany's independent registered public accounting firm matters required tobe discussed by Statement on Auditing Standards No. 61. (Communicationswith Audit Committees)

The Audit Committee has received from itsindependent registered public accounting firm the written disclosures andthe letter required by Independence Standards Board Standard No. 1 (IndependenceDiscussions with Audit Committee), relating to their independence, andthe Audit Committee discussed with the independent auditors anyrelationships that may impact on the firm's objectivity and independence andsatisfied itself as to the auditors' independence.

Based on the Audit Committee's discussionwith management and the Company's independent registered public accountingfirm and its review of the representation of management and the report ofsuch independent registered public accounting firm to the Audit Committee,the Audit Committee recommended that the Board of directors include theaudited financial statements in the Company's Annual Report on Form 10-K forthe year ended December 31, 2020.

C. Kalborg, F. Curtis, and M. David, membersof the Audit Committee

Involvement in Certain Legal Proceedings

To the best knowledge of the ExecutiveOfficers and Directors of the Company, neither the Company nor any of itsExecutive Officers, Directors or nominees are parties to any legalproceeding or litigation. Further, the Executive Officers and Directors knowof no threatened or contemplated legal proceedings or litigation. None ofthe Executive Officers and Directors has been convicted of a felony or nonehave been convicted of any criminal offense, felony and misdemeanor relatingto securities or performance in corporate office. To the best of theknowledge of the Executive Officers and Directors, no investigations offelonies, malfeasance in office or securities investigations are eitherpending or threatened at the present time.

**Page 19**

OTHER MATTERS

Transfer Agent

Computershare Investor Services Ltd. locatedat 3^rd^ Floor, 510 Burrard Street, Vancouver, BC, V6C 3B9, Canada,is the transfer agent for the shares of Common Stock of the Company.

Voting

A Shareholder may vote their shares viatelephone by calling: 1-866-732-VOTE (8683) Toll Free or via the internet atwww.investorvote.com. To vote by telephone or internet you will need yourcontrol number listed on the proxy card.

Action on OtherMatters

The board of directors knows of no othermatters to be brought before the shareholders at the Annual Meeting. In theevent other matters are presented for a vote at the Annual Meeting, theproxy holders will vote shares represented by properly executed proxies intheir discretion in accordance with their judgment on such matters.

At the Annual Meeting, management willreport on the Company's business and shareholders will have the opportunityto ask questions.

KIDOZ INC.

By Order of the Board of Directors

/s/ "J. M. Williams" /s/ "E. Ben Tora

J. M.Williams E. Ben Tora

Co-Chief ExecutiveOfficer Co-Chief Executive Officer

Anguilla, British West Indies

October 5, 2021

****

Page 20

SCHEDULE "A"

KIDOZ INC.

Disclosure of Corporate GovernancePractices

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

1. Board of Directors

Disclose the identity of the directorswho are independent.

Of the six proposed members of the Board ofDirectors, three members are considered by the Board to be independentDirectors. In reaching this conclusion, the Board of Directors took the viewthat C. Kalborg, F. Curtis, and M. David are independent directors.

Disclose the identity of directors whoare not independent and describe the basis for that determination.

T. M. Williams, the Executive Chairman ofthe Company, J. M. Williams and Mr. Eldad Ben Tora, The Co-CEO's, aremembers of management and, accordingly, are not considered to be independentof the Company.

If a director is presently a director ofany other issuer that is a reporting issuer (or the equivalent) in ajurisdiction of Canada or a foreign jurisdiction, identify both the directorand the other issuer.

Mr. J. M. Williams is a Non-ExecutiveDirector of Adventurebox Technology AB (publ).

Mr. C. Kalborg is a Non-Executive Directorof Flexion Mobile Plc, Fragbite, LLGames and Adventurebox Technology AB(publ).

There is no other director who is a directorof any other issuer.

2. Board Mandate

Disclose the text of the board's writtenmandate. If the board does not have a written mandate, describe how theboard delineates its role and responsibilities.

The Board of Directors is responsible forsupervising the management of the business and affairs of the Company and toact with a view to the best interests of the Company. The Board of Directorshas adopted a written mandate to formalize its oversight responsibilities, acopy of which is attached to this circular as Appendix "I". The Board ofDirectors' mandate is fulfilled in part through its standing AuditCommittee, Corporate Governance and Compensation Committee. The Boarddischarges its responsibilities directly and indirectly through these threestanding committees, and acts with a view to the best interests of theCompany and its shareholders with the primary objective of creating valuefor its shareholders commensurate with a recognition of the Company'sobligations to its other stakeholders including its licensors and employees.

At no less than quarterly meetings, themembers of the Board (i) review and discuss operational, financial and otherreports which they have received in advance of the meeting; (ii) receivereports from the Chief Executive Officer; (iii) discuss issues anddevelopments relating to current Company business; (iv) receive and discussreports from the committees of the Board; and (v) approve and make suchrecommendations as are appropriate and required. In addition, at least oncea year the Board reviews the annual business plan of the Company.

All major decisions involving materialcontracts, acquisitions, divestitures, significant capital expenditures,investments and strategic alliances are subject to approval by the Board. Aswell, any decisions concerning the Company's capital, the issue,appointments to Board committees and the approval of all continuous andpublic disclosure documents are made by the Board.

In fulfilling its mandate, the Board ofDirectors, directly or through one of its committees, is responsible for thefollowing:

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'sinternal control and management information systems.

3. Position Descriptions

Disclose whether or not the board hasdeveloped written position descriptions for the chair and the chair of eachcommittee. If the board has not developed written position descriptions forthe chair and/or the chair of each board committee, briefly described howthe board delineates the role and responsibilities of each such position.

Pursuant to the Board's written mandate, theBoard is responsible for developing position descriptions for the Chair ofthe Board and the chair of each Board committee:

Chairman of the Board

The Chairman of the Board is responsible foroverseeing the performance by the Board of its duties, for communicatingperiodically with Committee chairs regarding the activities of theirrespective Committees, for assessing the effectiveness of the Board as awhole as well as individual Board members and for overseeing the managementof the Company's business.

**Page A - 1**

Chairman of the AuditCommittee

The Chairman of the Audit Committee isresponsible for overseeing the performance by the Audit Committee of itsduties, for assessing the effectiveness of the Audit Committee andindividual committee members and for reporting periodically to the Board.

Chairman of the CorporateGovernance

The Chairman of the Corporate GovernanceCommittee is responsible for overseeing the performance by the CorporateGovernance Committee of its duties, for assessing the effectiveness of theCorporate Governance Committee and individual committee members and forreporting periodically to the Board.

Chairman of theCompensation Committee

The Chairman of the Compensation Committeeis responsible for overseeing the performance by the Compensation Committeeof its duties, for assessing the effectiveness of the Compensation Committeeand individual committee members and for reporting periodically to theBoard.

Disclose whether or not the board andCEO's have developed a written position description for the CEO. If theboard and CEO's have not developed such a position description, brieflydescribe how the board delineates the roles and responsibilities of theCEO's.

The Company's Co-Chief Executive Officersare the principal officers of the Company and are charged with theresponsibility for managing the strategic and operational agenda of theCompany and for the execution of the directives and policies of the Board ofDirectors. The roles and responsibilities of the Co-Chief Executive Officersinclude, 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 boardtakes 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 beendeveloped by the Board. However, new directors have the opportunity to meetwith and participate in work sessions with senior management to obtaininsight into the operations of the Company. It is expected that newdirectors will generally have been executives with extensive business orother senior level experience and have directorship responsibilities onother public and private company boards and institutions. Orientation forthese individuals is provided through a review of past Board of Directormaterials and other private and public documents concerning the Company.Given the level of experience of those joining the Board and the relativelyshort history of the Company, a formal orientation and education program hasnot been viewed as necessary.

Briefly describe what measures, if any, theboard takes to provide continuing education for its directors. If the boarddoes not provide continuing education, describe how the board ensures thatits directors maintain the skill and knowledge necessary to meet theirobligations as directors.

The Company has no formal policy ofproviding professional development courses to Board members, thougheducational sessions are occasionally presented to the Board by theCompany's outside advisors. Board members are experienced business peoplewith in-depth knowledge of the industry in which the Company operates. TheCompany will engage consultants on an as-needed basis to make presentationsto the Board on matters relevant to the Company.

**Page A - 2**

5. Ethical Business Conduct

Disclose whether or not the board hasadopted a written code for the directors, officers and employees. If theboard has adopted a written code disclose how a person or company may obtaina copy of the code;

On December 21, 2006, the Board adopted anew Code of Business Conduct and Ethics (the "Code"), which applies to theCompany's directors, officers and employees. The Code was adopted to furtherstrengthen the Company's internal compliance program. The Code addressesamong other things, honesty and integrity, fair dealing, conflicts ofinterest, compliance with laws, regulations and policies, includingdisclosure requirements under the federal securities laws, andadministration of the code. The code is available at the Company's websiteat https://investor.kidoz.net in the Corporate section under CorporateGovernance. A copy of our Code of Ethics is available upon request at nocharge to any shareholder.

Describe how the board monitors compliancewith its code, or if the board does not monitor compliance, explain whetherand how the board satisfies itself regarding compliance with its code;

The Board is ultimately responsible for theimplementation and administration of the Code of Business Conduct and Ethicsand, given the nature and size of the Company, the Board is of the view thatit can effectively monitor the day-to-day implementation and administrationof the Code.

Provide a cross-reference to any materialchange report filed since the beginning of the issuer's most recentlycompleted financial year that pertains to any conduct of a director orexecutive officer that constitutes a departure from the code.

There are no such reports.

Describe any steps the board takes toensure directors exercise independent judgment in considering transactionsand agreements in respect of which a director or executive officer has amaterial interest.

A director or officer of the Company mustdeclare the nature of any interest that he or she has in a materialcontract, whether made or proposed, with the Company. Following such adeclaration, Board members will abstain from voting on any resolution inwhich they may have a potential conflict of interest.

Describe any other steps the board takes toencourage and promote a culture of ethical business conduct.

The Board monitors management on a regularbasis. The Company is dedicated to the maintenance of good corporategovernance and ethical business conduct. In particular, the Board takesspecial efforts, and engages outside counsel where necessary, to ensure thatall legal and stock exchange requirements are addressed in a timely andeffective manner. The Board is responsible for ensuring the independentfunctioning of the Board and ensuring the integrity of the Company'sinternal control and management function.

6. Compensation

Describe the process by which the boarddetermines the compensation for the issuer's directors and officers.

The Compensation Committee recommendscompensation policies to the Board and sets the compensation of the Co-ChiefExecutive Officers of the Company. The Committee's guiding philosophy is toestablish executive compensation based on corporate performance.

If the board has a compensation committee,describe the responsibilities, powers and operation of the compensationcommittee.

The mandate of the Compensation Committee isto establish and monitor the Company's policies for attracting, retaining,developing and motivating senior employees. The compensation policies aredesigned to support the Company's strategic objectives, ensure thatincentive programs are designed to motivate senior managers to achieve orexceed corporate objectives and to enhance shareholder value and to ensurethat there is reasonable consistency in the application of the compensationpolicies. The Company's responsibilities include reviewing annually theperformance of the Co-Chief Executive Officers (or more frequently if deemednecessary by the Compensation Committee), setting the Co-Chief ExecutiveOfficer's compensation and, in consultation with the Co-Chief ExecutiveOfficer, establishing his personal objectives, reviewing the performance andapproving the compensation of executive officers of the Company on therecommendation of the Co-Chief Executive Officer, establishing incentivecompensation programs and monitoring their effectiveness and developing anddocumenting the compensation policy and philosophy of the Company forapproval by the Board of Directors.

If a compensation consultant or advisor has,at any time since the beginning of the issuer's most recently completedfinancial year, been retained to assist in determining compensation for anyof the issuer's directors and officers, disclose the identity of theconsultant or advisor and briefly summarize the mandate for which they havebeen retained. If the consultant or advisor has been retained to perform anyother work for the Issuer, state that fact and briefly describe the natureof the work.

Not Applicable.

Other Board Committees

If the board has standing committees otherthan the audit, compensation and nominating committees, identify thecommittees and describe their function.

The Board's three standing committees arethe Audit Committee, the Corporate Governance Committee, and theCompensation Committee. The Audit Committee has a written mandate, a copy ofwhich is attached hereto as Appendix II.

**Page A - 3**

7. Assessments

Disclose whether or not the board, itscommittees and individual directors are regularly assessed with respect totheir effectiveness and contribution. If assessments are regularlyconducted, describe the process used for the assessments. If assessments arenot regularly conducted, describe dhow the board satisfies itself that theboard, its committees, and its individual directors are performingeffectively.

The Board of Directors as a whole annuallyreviews and assesses its effectiveness and the effectiveness of the Boardcommittees.

****

Page A - 4

APPENDIX "I"

KIDOZ INC.

Mandate of the Board of Directors

Introduction

The term "Company" herein shall refer toKidoz Inc. And the term "Board" shall refer to the board of directors of theCompany. The Board is elected by the shareholders and is responsible for thestewardship of the business and affairs of the Company. The Board seeks todischarge such responsibility by reviewing, discussing and approving theCompany's strategic planning and organizational structure and supervisingmanagement to oversee that the foregoing enhances and preserve theunderlying value of the Company.

Although directors may be elected by theshareholders to bring special expertise or a point of view to Boarddeliberations, 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 foroverseeing the management of the Company's business and delegatesresponsibility to the Company's senior officers for day-to-day management ofthe Company. The Board discharges its responsibilities, including thoselisted below, either directly or through one of its committees: the AuditCommittee, the Corporate Governance Committee and the CompensationCommittee. In addition to these regular committees, the Board may appoint adhoc committees periodically to address certain issues of a more short-termnature. In addition to the Board's primary roles of overseeing corporateperformance and providing quality, depth and continuity of management tomeet the Company's strategic objectives, principal duties include, but arenot limited to, the following categories:

Appointment of Management

The Board has the responsibility forapproving the appointment of Chief Executive Officer ("CEO") and all othersenior management, and approving their compensation, following a review ofthe recommendations of the Corporate Governance Committee and theCompensation Committee. To the extent feasible, the Board shall satisfyitself as to the integrity of the executive officers and that the executiveofficers create a culture of integrity throughout the Company.
The Board from time to time delegates tosenior management the authority to enter into certain types of transactions,including financial transactions, subject to specified limits. Investmentsand other expenditures above the specified limits and material transactionsoutside the ordinary course of business are reviewed by and subject to theprior approval of the Board.
The Board oversees that successionplanning programs are in place, including programs to appoint, train,develop and monitor management.

Board Organization

The Board will respond to recommendationsreceived from the Audit Committee, the Corporate Governance Committee andthe Compensation Committee, but retains the responsibility for managing itsown affairs by giving its approval for its composition and size, theselection of the Chair of the Board, candidates nominated for election tothe Board, committee and committee chair appointments, committee chartersand director compensation.
The Board may delegate to Boardcommittees matters it is responsible for, including the approval ofcompensation of the Board and management, the conduct of performanceevaluations and oversight of internal controls systems, but the Boardretains its oversight function and ultimate responsibility for these mattersand all other delegated responsibilities.

Strategic Planning

The Board has oversight responsibility toparticipate directly, and through its committees, in reviewing, questioningand approving the mission of the business and its objectives and goals.
The Board is responsible for adopting astrategic planning process and approving and reviewing, on at least anannual basis, the business, financial and strategic plans by which it isproposed that the Company may reach those goals, and such strategic planswill take into account, among other things, the opportunities and risk ofthe business.
The Board has the responsibility toprovide input to management on emerging trends and issues and on strategicplans, objectives and goals that management develops.

Monitoring of Financial Performance andOther Financial Reporting Matters

The Board is responsible for enhancingcongruence between shareholder expectations, corporate plans and managementperformance.

Page I - 1
The Board is responsible for:

(a) adopting processes for monitoring theCompany's progress toward its strategic and operational goals, and to reviseand alter its direction to management in light of changing circumstancesaffecting the Company; and

(b) taking action when Company performancefalls short of its goals or other special circumstances warrant.

The Board shall be responsible forapproving the audited financial statements, interim financial statements andthe notes and Management's Discussion and Analysis accompanying suchfinancial statements.
The Board is responsible for reviewingand approving material transactions outside the ordinary course of businessand those matters which the Board is required to approve under the Company'sgoverning statute, including the payment of dividends, issuance, purchaseand redemptions of securities, acquisitions and dispositions of materialcapital assets and material capital expenditures.

Risk Management

The Board has responsibility for theidentification of the principal risks of the Company's business and ensuringthe implementation of appropriate systems to effectively monitor and managesuch risks with a view to the long-term viability of the Company andachieving a proper balance between the risks incurred and the potentialreturn to the Company's shareholders.
The Board is responsible for theCompany's internal control and management information systems.

Policies and Procedures

The Board is responsible for:

(a) developing the Company's approach tocorporate governance, including developing a set of corporate governanceguidelines for the Company and approving and monitoring compliance with allsignificant policies and procedures related to corporate governance; and

(b) approving policies and proceduresdesigned to ensure that the Company operates at all times within applicablelaws and regulations and to the highest ethical and moral standards.

The Board enforces its policy respectingconfidential treatment of the Company's proprietary information and Boarddeliberations.

Communications and Reporting

The Board is responsible for:

(a) overseeing the accurate reporting of thefinancial performance of the Company to shareholders, other security holdersand regulators on a timely and regular basis;

(b) overseeing that the financial resultsare reported fairly and in accordance with generally accepted accountingstandards and related legal disclosure requirements;

(c) taking steps to enhance the timelydisclosure of any other developments that have a significant and materialimpact on the Company;

(d) reporting annually to shareholders onits stewardship for the preceding year; and

(e) overseeing the Company's implementationof systems which accommodate feedback from stakeholders.

Position Descriptions

The Board is responsible for:

(a) developing position descriptions for theChair of the Board, the chair of each Board committee and the Co-CEO's(which will include delineating management's responsibilities);

(b) approving the corporate goals andobjectives that the Co-CEO's is responsible for meeting; and

(c) developing a description of theexpectations and responsibilities of directors, including basic duties andresponsibilities with respect to attendance at Board meetings and advancereview of meeting materials.

Orientation and Continuing Education

The Board is responsible for:

(a) ensuring that all new directors receivea comprehensive orientation, that they fully understand the role of theBoard and its committees, as well as the contribution individual directorsare expected to make (including the commitment of time and resources thatthe Company expects from its directors) and that they understand the natureand operation of the Company's business; and

**Page I - 2**

(b) providing continuing educationopportunities for all directors, so that individuals may maintain or enhancetheir skills and abilities as directors, as well as to ensure that theirknowledge and understanding of the Company's business remains current.

Nomination of Directors

In connection with the nomination orappointment of individuals as directors, the Board is responsible for:

(a) considering what competencies and skillsthe Board, as a whole, should possess;

(b) assessing what competencies and skillseach existing director possesses; and

In carrying out each of theseresponsibilities, the Board will consider the advice and input of theCorporate Governance Committee.

Board Evaluation

The Board is responsible for ensuringthat the Board, its committees and each individual director are regularlyassessed regarding his, her or its effectiveness and contribution. Anassessment will consider, in the case of the Board or a Board committee, itsmandate or charter and in the case of an individual director, any applicableposition description, as well as the competencies and skills each individualdirector is expected to bring to the Board.

Annual Review

The Chairman of the Board together with thelead director, if any, shall be responsible for overseeing the performanceby the Board of its duties, for communicating periodically with theCommittee chairs regarding the activities of their respective Committees,for assessing the effectiveness of the Board as a whole as well asindividual Board members and for overseeing the management of the Company'sbusiness.

****

Page I - 3

APPENDIX "II"

KIDOZ INC.

Mandate of theAudit Committee

1. General

The board of directors (the "Board") ofKidoz Inc. (the "Company") has delegated the responsibilities, authoritiesand duties described below to the audit committee (the "Audit Committee").For the purpose of these terms of reference, the term "Company" shallinclude the Company and its subsidiaries.

The Audit Committee shall be directlyresponsible for overseeing the accounting and financial reporting processesof the Company, the fraud programs and controls, and audits of the financialstatements of the Company. The Audit Committee shall also be directlyresponsible for the appointment, compensation, and oversight of the work ofany registered external auditor employed by the Company (includingresolution of disagreements between management of the Company and theexternal auditor regarding financial reporting) for the purpose of preparingor issuing an audit report or related work. In so doing, the Audit Committeewill comply with all applicable Securities laws, rules and guidelines, anyapplicable stock exchange requirements or guidelines and any otherapplicable regulatory rules.

2. Members

The Audit Committee shall be composed of aminimum of three members. Members of the Audit Committee shall be appointedby the Board. Each member shall serve until such member's successor isappointed, unless that member resigns or is removed by the Board orotherwise ceases to be a director of the Company. The Board shall fill anyvacancy if the membership of the Committee is less than three directors. TheChair of the Committee may be designated by the Board or, if it does not doso, the members of the Committee may elect a Chair by vote of a majority ofthe full Committee membership.

All members of the Audit Committee mustsatisfy the independence, financial literacy and experience requirements ofapplicable Securities laws, rules and guidelines, any applicable stockexchange requirements or guidelines and any other applicable regulatoryrules. In particular:

(a) each member shall be "independent" and"financially literate" or "financially sophisticated".

(b) at least one member must be an "auditcommittee financial expert" within the meaning of that term under the UnitedStates Securities Exchange Act of 1934, as amended, and the rules adopted bythe United States Securities and Exchange Commission thereunder.

3. Meetings

The Audit Committee shall meet at leastquarterly at such times and at such locations as the Chair of the AuditCommittee shall determine, provided that meetings shall be scheduled so asto permit the timely review of the Company's quarterly and annual financialstatements and related management discussion and analysis. The externalauditor or any two members of the Audit Committee may also request a meetingof the Audit Committee.

The Chair of the Audit Committee shall holdin camera sessions of the Audit Committee, without management present, atevery meeting.

The Audit Committee shall submit the minutesof all meetings to the Board, and when requested to, shall discuss thematters discussed at each Audit Committee meeting with the Board.

4. Committee Charter

The Audit Committee shall have a writtencharter that sets out its mandate and responsibilities and the AuditCommittee shall review and reassess the adequacy of such charter at leastannually or otherwise, as it deems appropriate, and propose recommendedchanges to the Board.

5. Duties of the Audit Committee:

The Audit Committee shall have the followingduties:

Financial Information and Reporting

The Audit Committee shall review withmanagement and the external auditor, and recommend to the Board forapproval, the annual and interim financial statements of the Company andrelated financial reporting, including management's discussion and analysisand earnings press releases.
The Audit Committee shall review withmanagement and the external auditor, and recommend to the Board forapproval, any financial statements of the Company which have not previouslybeen approved by the Board and which are to be included in a prospectus orother public disclosure document of the Company.
The Audit Committee shall consider and besatisfied that adequate policies and procedures are in place for the reviewof the Company's disclosure of financial information extracted or derivedfrom the Company's financial statements (other than disclosure referred toin clause (a)(i) above), and periodically assess the adequacy of suchprocedures.

Page II - 1 Internal Controls
The Audit Committee shall review, asappropriate, the Company's internal system of audit controls and the resultsof internal audits.
The Audit Committee shall establishprocedures for the receipt, retention and treatment of any complaintregarding accounting, internal accounting controls or auditing matters; andthe confidential, anonymous submissions by employees of concerns regardingquestionable accounting or auditing matters.
The Audit Committee shall oversee theassessment of fraud risk performed by management.

External Auditors

The Audit Committee shall be directlyresponsible for overseeing the work of the external auditor engaged for thepurpose of preparing or issuing an auditor's report or performing otheraudit, review or attest services for the Company, including the resolutionof disagreements between management and the external auditor regardingfinancial reporting.
The external auditor shall reportdirectly to the Audit Committee and the Audit Committee should have a clearunderstanding with the external auditor that such external auditor mustmaintain an open and transparent relationship with the Audit Committee, andthat the ultimate accountability of the external auditor is to theshareholders of the Company.
The Audit Committee shall recommend tothe Board the external auditor to be nominated for the purpose of preparingor issuing an auditor's report or performing other audit, review or attestservices for the Company; and the compensation of the external auditor.
The Audit Committee will ensure therotation of partners on the audit engagement team of the external auditor inaccordance with applicable law.
The Audit Committee shall meet with theexternal auditor, as the Audit Committee may deem appropriate, to considerany matter which the Audit Committee or external auditor believes should bebrought to the attention of the Board or the shareholders of the Company.
The Audit Committee shall meet with theexternal auditor, as the Audit Committee may deem appropriate to review anddiscuss a report from the external auditor at least quarterly regarding:

(a) All critical accounting policies andpractices to be used

(b) The potential for fraud

(c) All alternative treatments withingenerally accepted accounting principles for policies and practices relatedto material items that have been discussed with management, including theramifications of the use of such alternative disclosures and treatments, andthe treatment preferred by the external auditor, and

(d) Other material written communicationsbetween the external auditor and management, such as any management letteror schedule of unadjusted differences.

Pre-Approval of Non-Audit Services

The Audit Committee shall pre-approveall non-audit services to be provided to the Company or its subsidiaryentities by the Company's external auditor.

Complaints procedure

The Audit Committee shall establishprocedures for the receipt, retention and treatment of complaints receivedby the Company regarding accounting, internal accounting controls, orauditing matters; and the confidential, anonymous submission by employees ofthe Company of concerns regarding questionable accounting or auditingmatters.
The Audit Committee shall review andapprove the Company's hiring policies regarding partners, employees andformer partners and employees of the present and former external auditor ofthe Company.

Reporting

The Audit Committee shall reportregularly to the Board about any issues that arise with respect to thequality or integrity of the Company's financial statements, the Company'scompliance with legal or regulatory requirements, the performance andindependence of the external auditor, or the internal audit function.

6. Authority to engage independentcounsel and advisors

The Audit Committee has the authority toengage independent counsel and other advisors as it determines necessary tocarry out its duties, to set and pay the compensation for any advisorsemployed by the audit committee, and to communicate directly with theinternal and external auditors.

The Company shall provide appropriatefunding, as determined by the Audit Committee, in its capacity as acommittee of the board of directors, for payment of compensation (a) to theexternal auditors employed by the issuer for the purpose of rendering orissuing an audit report, and (b) to any advisers employed by the AuditCommittee.

Page II - 2 SCHEDULE BKIDOZ INC.Hansa Bank Building, Ground FloorLandsome Road, The ValleyAI 2640, Anguilla, BWITelephone 264 461-2646Fax: 1 264-498-38052015STOCK OPTION PLANSchedule 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. 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 Schedule B - Page 2

an Option; **** "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

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. Schedule B - Page 4

(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 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.

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. Schedule B - Page 5 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. 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

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.

**Schedule B - Page 8	APPENDIX - ISRAELI TAXPAYERS	to	KIDOZ INC. STOCK OPTION PLAN (2015)	1.    SPECIAL PROVISIONS FOR ISRAELI TAXPAYERS**

1.1 From and after the earliest date (the "Effective Date") on which all corporate action required to be taken on the part of the Company to authorize and approve the inclusion of the provisions herein set out (this "Appendix") in the Kidoz Inc. Stock Option Plan (2015) (the "Plan"), and to amend the Plan accordingly, has been taken, this Appendix shall be included in and shall form part of the Plan.

1.2 The provisions of this Appendix apply only to persons who are deemed to be residents of the State of Israel for tax purposes or who are otherwise subject to taxation in Israel with respect to Options granted pursuant to the Plan and/or Shares acquired upon exercise of such Options.

1.3 The purpose of this Appendix is to establish certain rules and limitations applicable to Options that may be granted under the Plan from time to time in compliance with the securities and other applicable laws currently in force in the State of Israel. Except as otherwise provided by this Appendix, all grants made pursuant to this Appendix shall be governed by the terms of the Plan. This Appendix is applicable only to grants made after the Effective Date. This Appendix complies with and is subject to the ITO and Section 102.

1.4 The Plan and this Appendix shall be read together. In any case of contradiction, whether explicit or implied, between the provisions of this Appendix and the provisions of the Plan, the provisions of this Appendix shall govern. 2. DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Plan; in particular, the terms "Options" and "Shares" shall have the meanings there assigned to them. The following additional definitions will apply to grants made pursuant to this Appendix:

"3(i) Option" means an Option which is subject to taxation pursuant to Section 3(i) of the ITO which has been granted to any person who is not an Eligible 102 Participant.

"102 Capital Gains Track" means the tax alternative set forth in Section 102(b)(2) of the ITO pursuant to which income resulting from the sale of Shares acquired upon exercise of Options is taxed as a capital gain.

"102 Capital Gains Track Grant" means a 102 Trustee Grant qualifying for the special tax treatment under the 102 Capital Gains Track.

"102 Ordinary Income Track" means the tax alternative set forth in Section 102(b)(1) of the ITO pursuant to which income resulting from the sale of Shares acquired upon exercise of Options is taxed as ordinary income.

"102 Ordinary Income Track Grant" means a 102 Trustee Grant qualifying for the ordinary income tax treatment under the 102 Ordinary Income Track.

"102 Trustee Grant" means an Option granted pursuant to Section 102(b) of the ITO and held in trust by a Trustee for the benefit of the applicable Participant, and includes both 102 Capital Gains Track Grants and 102 Ordinary Income Track Grants.

"Affiliate" means an "employing company" as defined in Section 102(a) of the ITO.

"Controlling Shareholder" of a company, as defined under Section 32(9) of the ITO, means a person who, prior to the grant of or as a result of the exercise of any option granted to that person to acquire shares of the Schedule B - Page 9

company holds or would hold, directly or indirectly, in his name or with a relative (as defined in the ITO): (i) 10% of the outstanding shares of the company, (ii) 10% of the voting power of the company, (iii) the right to hold or purchase 10% of the outstanding equity or voting power of the company, (iv) the right to obtain 10% of the "profit" of the company (as defined in the ITO), or (v) the right to appoint a director of the company. **** "Election" means the Company's choice of the type (as between capital gains track or ordinary income track) of 102 Trustee Grants it will make under the Plan, as filed with the ITA. **** "Eligible 102 Participant" means a person who is employed by the Company or an Affiliate of the Company, including an individual who is serving as a director or an office holder, who is not a Controlling Shareholder of the Company. **** "Fair Market Value" shall mean with respect to 102 Capital Gains Track Grants only, for the sole purpose of determining tax liability pursuant to Section 102(b)(3) of the ITO, if at the date of grant the Company's shares are listed on any established stock exchange or a national market system or if the Company's shares will be registered for trading within ninety (90) days following the date of grant, the fair market value of the Shares at the date of grant shall be determined in accordance with the average value of the Company's shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be. **** "ITA" means the Israeli Tax Authorities. ****

"ITO" means the Israeli Income Tax Ordinance (New Version) 1961 and the rules, regulations, orders or procedures promulgated thereunder and any amendments thereto, including specifically the Rules, all as may be amended from time to time. ****

"Non-Trustee Grant" means an Option granted to an Eligible 102 Participant pursuant to Section 102(c) of the ITO and not held in trust by a Trustee. **** "Option Certificate" means, with respect to an Option granted pursuant to the Plan and this Appendix, the certificate evidencing such Option, substantially in the form set out as Schedule "A" to the Plan but modified to include the information required to be included pursuant to Section 3.4 of this Appendix and confirmation thereof by the signature of the Participant to whom the Option was granted. **** "Participant" means the recipient of an Option granted pursuant to the Plan and this Appendix who has executed the Option Certificate evidencing such Option. **** "Required Holding Period" means, with respect a 102 Trustee Grant, the requisite period prescribed by the ITO and the Rules or such other period as may be required by the ITA during which the subject Option and any Shares acquired upon exercise thereof must be held by the Trustee for the benefit of the Eligible 102 Participant to whom it was granted. **** "Rules" means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003 promulgated under the ITO. ****

"Section 102" means the provisions of Section 102 of the ITO, as amended from time to time, including by the Law Amending the Income Tax Ordinance (Number 132), 2002, effective as of January 1, 2003 and by the Law Amending the Income Tax Ordinance (Number 147), 2005**.**

"Trustee" means a person or entity designated by the Board of Directors to serve as a trustee and approved by the ITA in accordance with the provisions of Section 102(a) of the ITO. Schedule B - Page 10 3. TYPES OF OPTION GRANTS AND SECTION 102 ELECTION

3.1 Options granted under the Plan and this Appendix pursuant to Section 102 shall be made pursuant to either (a) Section 102(b)(2) of the ITO as 102 Capital Gains Track Grants or (b) Section 102(b)(1) of the ITO as 102 Ordinary Income Track Grants. The Election of the Company regarding the type of 102 Trustee Grant it chooses to make shall be filed with the ITA. Once the Company has filed such Election, it may change the type of 102 Trustee Grant that it chooses to make only after the passage of at least 12 months from the end of the calendar year in which the first grant was made in accordance with the previous Election, in accordance with Section 102. For the avoidance of doubt, such Election shall not prevent the Company from granting Non-Trustee Grants to Eligible 102 Participants at any time.

3.2 Eligible 102 Participants may receive only 102 Trustee Grants or Non-Trustee Grants under the Plan and this Appendix. Participants who are not Eligible 102 Participants may only be granted 3(i) Options under the Plan and this Appendix.

3.3 No 102 Trustee Grants may be made effective pursuant to this Appendix until 30 days after the requisite filings required by the ITO and the Rules have been made with the ITA.

3.4 The Option Certificate evidencing an Option granted pursuant to the Plan and this Appendix shall indicate whether the Option is a 102 Trustee Grant, a Non-Trustee Grant or a 3(i) Grant; and, if the Option is a 102 Trustee Grant, whether it is a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant. 4. TERMS AND CONDITIONS OF 102 TRUSTEE GRANTS

4.1 Each 102 Trustee Grant will be deemed to have been made on the date stated in a written notice by the Company, provided that on or before such date: (i) the Company has provided such notice to the Trustee and (ii) the Participant has signed all documents required pursuant to this Section 4.

4.2 Each Option that is a 102 Trustee Grant made to an Eligible 102 Participant and each certificate for Shares acquired upon the exercise of such Option shall be issued to and registered in the name of a Trustee and shall be held in trust for the benefit of the Eligible 102 Participant for the Required Holding Period. After termination of the Required Holding Period, the Trustee may release such Option and any Shares so acquired, provided that: (i) the Trustee has received an acknowledgment from the ITA that the Eligible 102 Participant has paid any and all applicable tax due pursuant to the ITO or (ii) the Trustee and/or the Company or its applicable Affiliate withholds any applicable tax due pursuant to the ITO. The Trustee shall not release any Option that is a 102 Trustee Grant or any Shares acquired upon exercise of such an Option prior to the full payment of the tax liabilities of the applicable Eligible 102 Participant.

4.3 Each 102 Trustee Grant (whether a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant, as applicable) shall be subject to the relevant terms of Section 102 and the ITO, which shall be deemed an integral part of the Option granted and shall prevail over any term contained in the Plan, this Appendix or any agreement that is not consistent therewith. Any provision of the ITO and any approvals by the ITA not expressly specified in this Plan, this Appendix or the applicable Option Certificate which are necessary to receive or maintain any tax benefit pursuant to the Section 102 shall be binding on the Eligible 102 Participant. The Trustee and the Eligible 102 Participant granted a 102 Trustee Grant shall comply with the ITO, and the terms and conditions of the trust agreement entered into between the Company and the Trustee. For avoidance of doubt, it is reiterated that compliance with the ITO specifically includes compliance with the Rules. Further, the Eligible 102 Participant agrees to execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the provisions of any applicable law, and, particularly, of Section 102.

4.4 During the Required Holding Period for each 102 Trustee Grant, the Eligible 102 Participant shall not require the Trustee to release or sell the subject Option or any Shares acquired upon exercise thereof or any other securities received upon realization of rights attaching to such Option or Shares (including share dividends) to the Schedule B - Page11

Eligible 102 Participant or to a third party, unless permitted to do so by applicable law. Notwithstanding the foregoing, the Trustee may, pursuant to a written request and subject to applicable law, release and transfer Shares acquired upon exercise of an Option that is a 102 Trustee Grant to a designated third party, provided that both of the following conditions have been fulfilled prior to such transfer: (i) all taxes required to be paid upon the release and transfer of the subject Shares have been withheld for remittance to the ITA and (ii) the Trustee has received written confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms of the corporate documents of the Company, the Plan, any applicable agreement and any applicable law. To avoid doubt, such sale or release during the Required Holding Period will result in different tax ramifications to the Eligible 102 Participant under Section 102 of the ITO and the Rules and/or any other regulations or orders or procedures promulgated thereunder, which shall apply to and shall be borne solely by such Eligible 102 Participant.

4.5 In the event a share dividend is declared on Shares acquired upon exercise of an Option that is a 102 Trustee Grant, such dividend shall also be subject to the provisions of this Section 4 and the Required Holding Period for such dividend shares shall be measured from the commencement of the Required Holding Period for the Option that was exercised to acquire the Shares in respect of which the dividend was declared. In the event a cash dividend is paid on such Shares, the Trustee shall transfer the dividend proceeds to the Eligible 102 Participant, after deduction of taxes and mandatory payments in compliance with applicable withholding requirements.

4.6 If an Option that is a 102 Trustee Grant is exercised during the Required Holding Period therefor, the Shares issued upon exercise thereof shall be issued in the name of the applicable Trustee for the benefit of the Eligible 102 Participant. If such an Option is exercised after the Required Holding Period therefor has ended, the Shares issued upon exercise thereof shall, at the election of the Eligible 102 Participant, either: (i) be issued in the name of the applicable Trustee, or (ii) be issued to the Eligible 102 Participant directly, provided that the Eligible 102 Participant first complies with all applicable provisions of the Plan.

4.7 For as long as Shares are registered in the name of a Trustee for the benefit of a Participant, the Trustee shall provide to the Participant prompt written notice of all shareholder meetings or other communications to shareholders of the Company received by the Trustee, and if so requested in writing by the Participant, the Trustee shall execute a proxy in a form acceptable to the Company to enable the Participant to vote such Shares. 5. ASSIGNABILITY ****As long as Options or Shares are held by a Trustee on behalf of an Eligible 102 Participant, all rights of the Eligible 102 Participant over such securities are personal and cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. 6. TAX CONSEQUENCES 6.1 Any tax consequences arising from the grant, sale or exercise of any Option, from the payment for Shares covered thereby, or from any other event or act (of the Company and/or its applicable Affiliate and/or the applicable Trustee and/or the applicable Participant), hereunder shall be borne solely by the applicable Participant. The Company and/or its applicable Affiliate and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the applicable Participant shall agree to indemnify the Company and/or its applicable Affiliate and/or the applicable Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the applicable Participant. The Company and/or its applicable Affiliate(s) and/or the applicable Trustee(s) may make such provisions and take such steps as it or they may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to Options granted under the Plan and the exercise thereof, including, but not limited, to: (i) deducting the amount so required to be withheld from any other amount (or Shares issuable) then or thereafter to be provided to the Participant, including Schedule B - Page 12

by deducting any such amount from a Participant's salary or other amounts payable to the Participant, to the maximum extent permitted under law, and/or (ii) requiring the Participant to pay to the Company or its applicable Affiliate the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares and/or (iii) by causing the exercise and sale of any Options or Shares held by on behalf of the applicable Participant to cover such liability, up to the amount required to satisfy minimum statutory withholding requirements. In addition, the applicable Participant will be required to pay any amount due in excess of the tax withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules.

6.2 With respect to Non-Trustee Grants, if the applicable Participant ceases to be employed by the Company or an Affiliate of the Company, the applicable Participant shall provide to the Company and/or its applicable Affiliate(s) a security or guarantee for the payment of tax due at the time of sale of Shares acquired upon exercise of the applicable Option to the satisfaction of the Company, all in accordance with the provisions of Section 102 of the ITO and the Rules. 7. GOVERNING LAW AND JURISDICTION Notwithstanding any other provision of the Plan, with respect to Participants subject to this Appendix, the Plan and all instruments issued thereunder or in connection therewith shall be governed by, and interpreted in accordance with, the laws of the State of Israel applicable to contracts made and to be performed therein. END OF DOCUMENTSchedule B - Page 13Schedule AKIDOZ INC.STOCK OPTION PLANOption Certificate This certificate is issued pursuant to the provisions of the Kidoz Inc. (the "Company") Stock Option Plan (the "Plan") and evidences that (Nameof Optionee) ____________________________________ ____________________ isthe holder of an option (the "Option") to purchase up to _________________(Number of Shares) common shares (the "Shares") in the capital stock of theCompany at a purchase price of $_________ per Share. Subject to theprovisions 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 inincrements over the term of the Option as follows:

**| <br>			Date | <br>			Cumulative Number of Shares <br>			which may be Purchased || --- | --- || <br> | <br> |**

This Option may be exercised in accordance with its terms at any time andfrom time to time from and including the Award Date through to and includingup to 5:00 p.m. (Vancouver time) on the Expiry Date, by delivering to theCompany an Exercise Notice, in the form provided in the Plan, together withthis certificate and a certified cheque or bank draft payable to the Companyin an amount equal to the aggregate of the Exercise Price of the Shares inrespect 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 andconditions contained in the Plan. This certificate is issued forconvenience only and in the case of any dispute with regard to any matter inrespect hereof, the provisions of the Plan and the records of the Companyshall prevail. Resale of theShares acquired upon exercise of the Options is restricted until____________________, 20___.

By countersigning this OptionCertificate:

(a) the Option Holderacknowledges that the Option Holder has read and understands the Plan andagrees to the terms and conditions of the Plan and this Option Certificate;

(b) The undersigned hereby consents to:

(i) the disclosure of PersonalInformation by the undersigned to the Exchange (as defined in Appendix 6A ofthe policies of the Exchange attached hereto) pursuant to this Form; and

(ii) the collection, use anddisclosure of Personal Information by the Exchange for the purposesdescribed in the attached Appendix 6A or as otherwise identified by theExchange, from time to time.

IN WITNESS WHEREOF the parties hereto have executed this OptionCertificate as of the _____ day of ______________, 20____.

**| Name, Option Holder | Per:                                                                                         		<br>		    Authorized Signatory || --- | --- | Schedule BEXERCISE NOTICE**

**** To: The Administrator, Stock Option Plan Kidoz Inc. (the "Company")

The undersigned hereby irrevocably gives notice, pursuant to the Company'sStock Option Plan (the "Plan"), of the exercise of the Option to acquire andhereby subscribes for (cross out inapplicable item):

(a) all ofthe Shares; or

(b) ________________________ of the Shares, which are the subject of the OptionCertificate attached hereto.

Calculation of total Exercise Price:

(i) number of Shares to be acquired onexercise: _________________ Shares

(ii) multiplied by the Exercise Price perShare: $___________

TOTAL EXERCISE PRICE, enclosedherewith: $___________

The undersigned tenders herewith a certified cheque or bank draft in anamount equal to the total Exercise Price of the aforesaid Shares, ascalculated above, and directs the Company to issue the share certificateevidencing said Shares in the name of the undersigned to be mailed to theundersigned at the following address:

_____________________________________________

DATED the ______ day of _____________________, 20___.

**| <br> | <br> || --- | --- || <br> | Signature of Option Holder || <br> | <br> || <br> | Name of Option Holder (please print) |**

Kidoz Inc DEF 14A, filed Oct 5, 2021

About this DEF 14A

SCHEDULE 14A