**
**Exhibit 4.11**

**4FRONT VENTURES CORP.**

**(the “COMPANY”)**

**AMENDED AND RESTATED**

**STOCK OPTION PLAN**

**Approved by the board of directors effective on March 28, 2019, and amended and**

**restated as of April 15, 2020.**
**

**TABLE OF CONTENTS**

 
     **Page** 
SECTION 1
 DEFINITIONS AND INTERPRETATION   5 
1.1
 Definitions   5 
1.2
 Choice of Law   9 
1.3
 Headings   10 
SECTION 2
 GRANT OF OPTIONS   10 
2.1
 Grant of Options   10 
2.2
 Record of Option Grants   10 
2.3
 Effect of Plan   11 
SECTION 3
 PURPOSE AND PARTICIPATION   11 
3.1
 Purpose of Plan   11 
3.2
 Participation in Plan   11 
3.3
 Limits on Option Grants   11 
3.4
 Notification of Grant   12 
3.5
 Copy of Plan; Effective Date of Plan   12 
3.6
 Limitation on Service   12 
3.7
 No Obligation to Exercise   12 
3.8
 Agreement   13 
3.9
 Notice   13 
3.10
 Representation   13 
SECTION 4
 NUMBER OF SHARES UNDER PLAN   13 
4.1
 Number of Shares   13 
4.2
 Fractional Shares   13 
SECTION 5
 TERMS AND CONDITIONS OF OPTIONS   14 
5.1
 Exercise Period of Option   14 
5.2
 Number of Shares Under Option   14 
5.3
 Exercise Price of Option   14 
5.4
 Incentive Stock Options.   15 
5.5
 Termination of Option   15 
5.6
 Vesting of Option and Acceleration   16 
5.7
 Additional Terms   17 
SECTION 6
 TRANSFERABILITY OF OPTIONS   17 
6.1
 Non-transferable   17 
6.2
 Death of Option Holder   17 

6.3
 Disability of Option Holder   17 
6.4
 Disability and Death of Option Holder   17 
6.5
 Vesting   18 
6.6
 Deemed Non-Interruption of Engagement   18 
SECTION 7
 EXERCISE OF OPTION   18 
7.1
 Exercise of Option   18 
7.2
 Black Out Period   18 
7.3
 Issue of Share Certificates   19 
7.4
 No Rights as Shareholder   19 
7.5
 No Right to Employment; Other Benefits   19 
7.6
 Tax Withholding and Procedures   19 
7.7
 No trust Fund Created   20 
SECTION 8
 ADMINISTRATION   20 
8.1
 Board or Committee   20 
8.2
 Powers of Committee   20 
8.3
 Administration by Committee   21 
8.4
 Interpretation   21 
SECTION 9
 APPROVALS AND AMENDMENT   21 
9.1
 Shareholder Approval of Plan   21 
9.2
 Amendment of Option or Plan   21 
SECTION 10
 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES   22 
10.1
 Compliance with Laws   22 
10.2
 Regulatory Approvals   22 
10.3
 Inability to Obtain Regulatory Approvals   22 
SECTION 11
 ADJUSTMENTS AND TERMINATION   22 
11.1
 Termination of Plan   22 
11.2
 No Grant During Suspension of Plan   23 
11.3
 Alteration in Capital Structure   23 
11.4
 Triggering Events   23 
11.5
 Notice of Termination by Triggering Event   24 
11.6
 Determinations to be Made By Committee   24 
SECTION 12
 ADJUSTMENTS AND TERMINATION   24 
12.1
 Maximum Number of Options   24 
SECTION 13
 CALIFORNIA OPTIONS   24 

13.1
 California Options   24 
13.2
 Termination Date   24 
13.3
 Post-Termination Exercise Period   25 
13.4
 Shareholder Approval / Grant Limitations   25 
13.5
 Company Information   25 

**STOCK OPTION PLAN**

**SECTION 1**

**DEFINITIONS AND INTERPRETATION**

 
1.1
Definitions

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the meaningsset forth below: 

 
(a)
“Administrator” means such Executive or Employee of the Company as may be designated asAdministrator by the Committee from time to time, or, if no such person is appointed, the Committee itself. 

 
(b)
“Black-Out” means a restriction imposed by the Company onall or any of its directors, officers, employees, insiders or persons in a special relationship whereby they are to refrain from trading in the Company’s securities until the restriction has been lifted by the Company. 

 
(c)
“Board” means the board of directors of the Company. 

 
(d)
“Change of Control” means an occurrence when either: 

 
 (i)
a Person or Entity, other than the current “control person” of the Company (as that term isdefined in the Securities Act), becomes a “control person” of the Company; or 

 
 (ii)
a majority of the directors elected at any annual or extraordinary general meeting of shareholders of theCompany are not individuals nominated by the Company’s then- incumbent Board. 

 
(e)
“Class A Shares” means the Company’s Class A subordinate voting shares.

 
(f)
“Code” means the United States Internal Revenue Code of 1986, as amended, and any regulationsthereunder. 

 
(g)
“Committee” means a committee of the Board to which the responsibility of approving the grant ofstock options has been delegated, or if no such committee is appointed, the Board itself. At any time that the Company is an SEC registrant and is not a “foreign private issuer” for purposes of the Securities Act and the Exchange Act, theCommittee shall be comprised of not less than such number of Directors as shall be required to permit awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3.

 
(h)
“Company” means 4Front Ventures Corp. 

 
5 

(i)
“Consultant” means an individual who: 

 
 (i)
is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services tothe Company or any Subsidiary, other than services provided in relation to a “distribution” (as that term is described in the Securities Act) or services in connection with the offer or sale of securities in a capital-raising transaction,or that directly or indirectly promote or maintain a market for the issuer’s securities; 

 
 (ii)
provides the services under a written contract between the Company or any Subsidiary and the individual or aConsultant Entity (as defined in clause (v) below); 

 
 (iii)
in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention onthe affairs and business of the Company or any Subsidiary; and 

 
 (iv)
has a relationship with the Company or any Subsidiary that enables the individual to be knowledgeable aboutthe business and affairs of the Company or is otherwise permitted by applicable Regulatory Rules to be granted Options as a Consultant or as an equivalent thereof, and includes: 

 
 (v)
a corporation of which the individual is an employee or shareholder or a partnership of which the individualis an employee or partner (a “Consultant Entity”); or 

 
 (vi)
an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.

 
(j)
“Disability” means a medically determinable physical or mental impairment expected to result indeath or to last for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Committee, acting reasonably,determines constitutes a disability, provided that solely for purposes of determining whether the exercise of an Incentive Stock Option (to the extent permitted under the terms of such Incentive Stock Option) within one year following the disabilityof the Option Holder meets the requirements of Section 422(c)(6) of the Code, disability shall have the meaning ascribed to it under Section 22(e) of the Code. 

 
(k)
“Employee” means: 

 
 (i)
an individual who works full-time or part-time for the Company or any Subsidiary and such other individualas may, from time to time, be permitted by applicable Regulatory Rules to be granted Options as an employee or as an equivalent thereto; or 

 
 (ii)
an individual who works for the Company or any Subsidiary either full-time or on a continuing and regularbasis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or any Subsidiary over the details and methods of work as an employee of the Companyor any Subsidiary, but for whom income tax deductions are not made at source, and includes 

 
6 

 (iii)
a corporation wholly-owned by such individual; and 

 
 (iv)
any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

 
(l)
“Exchange” means the stock exchange upon which the Class A Shares principally trade.

 
(m)
“Exchange Act “ means the U.S. Securities Exchange Act of 1934, as amended. 

 
(n)
“Executive” means an individual who is a director or officer of the Company or a Subsidiary, andincludes: 

 
 (i)
a corporation wholly-owned by such individual; and 

 
 (ii)
any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

 
(o)
“Exercise Notice” means the written notice of the exercise of an Option, in the form set out asSchedule B hereto, duly executed by the Option Holder. 

 
(p)
“Exercise Period” means the period during which a particular Option may be exercised and is theperiod from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however, that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained. 

 
(q)
“Exercise Price” means the price at which an Option is exercisable as determined in accordancewith section 5.3. 

 
(r)
“Expiry Date” means the date the Option expires as set out in the Option Certificate or asotherwise determined in accordance with sections 5.5, 6.2, 6.3, 6.4 or 11.4. 

 
(s)
“Expiry Time” means the time the Option expires on the Expiry Date, which is 4:00 p.m. local timein Vancouver, British Columbia, Canada on the Expiry Date. 

 
(t)
“Grant Date” means the date on which the Committee grants a particular Option, which is the datethe Option comes into effect provided however that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained. 

 
(u)
“Incentive Stock Option” means an Option that is labelled or described as an Incentive StockOption and which qualifies as an Incentive Stock Option within the meaning of Section 422(b) of the Code. 

 
(v)
“Insider” means an insider as that term is defined in the *Securities Act*.

 
(w)
“Market Value” means the market value of the Class A Shares as determined in accordance withsection 5.3. 

 
7 

(x)
“Non-Statutory Stock Option” means an Option granted to anOption Holder which is not intended to be or does not qualify as an Incentive Stock Option. 

 
(y)
“Option” means a share purchase option granted pursuant to this Plan entitling the Option Holderto purchase Shares of the Company, and includes Incentive Stock Options and Non-Statutory Stock Options. 

 
(z)
“Option Certificate” means the certificate, in substantially the form set out as Schedule Ahereto, evidencing the Option. 

 
(aa)
“Option Holder” means a Person or Entity who holds an unexercised and unexpired Option or, whereapplicable, the Personal Representative of such person. 

 
(bb)
“Outstanding Issue” means the number of Class A Shares, taken together with the number ofShares issuable on conversion of the Class B Proportionate Voting Shares and the Class C Multiple Voting Shares immediately prior to the Class A Share issuance or grant of Option in question. 

 
(cc)
“Person or Entity” means an individual, natural person, corporation, government or politicalsubdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limitedpartnership, syndicate or group shall be deemed to be a Person or Entity. 

 
(dd)
“Personal Representative” means: 

 
 (i)
in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by acourt 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 personentitled by law to act on behalf of such Option Holder. 

 
(ee)
“Plan” means this stock option plan as from time to time amended. 

 
(ff)
“Regulatory Approvals” means any necessary approvals of the Regulatory Authorities as may berequired from time to time for the implementation, operation or amendment of this Plan or for the Options granted from time to time hereunder. 

 
(gg)
“Regulatory Authorities” means all organized trading facilities on which the Shares are listed,and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder. 

 
(hh)
“Regulatory Rules” means all corporate and securities laws, regulations, rules, policies, notices,instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of theapplicable Regulatory Authorities. 

 
8 

(ii)
“Securities Act” means the *Securities Act*(British Columbia), RSBC 1996, c.418 as from timeto time amended. 

 
(jj)
“Share” or “Shares” means, as the case may be, one or more Class A Shares in thecapital stock of the Company. 

 
(kk)
“Subsidiary” means a wholly-owned or controlled subsidiary corporation of the Company.

 
(ll)
“Ten Percent Shareholder Participant” means an individual to whom an Incentive Stock Option isgranted pursuant to the provisions of the Plan who is, on the date of the grant, the owner of stock (as determined under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of theCompany or its parent, if any, or its subsidiary corporations (as defined in Code Section 424(e)). 

(mm)“Triggering Event” means: 

 
 (i)
the proposed dissolution, liquidation or wind-up of the Company;

 
 (ii)
a proposed merger, amalgamation, arrangement or reorganization of the Company with one or more corporationsas a result of which, immediately following such event, the shareholders of the Company as a group, as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital stock of the survivingcorporation; 

 
 (iii)
the proposed acquisition of all or substantially all of the issued and outstanding shares of the Company byone or more Persons or Entities; 

 
 (iv)
a proposed Change of Control of the Company; 

 
 (v)
the proposed sale or other disposition of all or substantially all of the assets of the Company; or

 
 (vi)
a proposed material alteration of the capital structure of the Company which, in the opinion of theCommittee, is of such a nature that it is not practical or feasible to make adjustments to this Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect. 

 
(nn)
“U.S. Option Holder” means an Option Holder whose Options awarded under the Plan are subject totaxation under the Code, including U.S. residents and U.S. citizens regardless of country of residence. 

 
(oo)
“Vest” or “Vesting” means that a portion of the Option granted to the Option Holderwhich is available to be exercised by the Option Holder at any time and from time to time. 

 
1.2
Choice of Law

The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed solely in accordance with, thelaws of the Province of British Columbia and the laws of Canada applicable therein without giving effect to the conflicts of laws principles thereof and without reference to the laws of any other jurisdiction. The Company and each Option Holderhereby attorn to the jurisdiction of the Courts of British Columbia. 

 
9 

1.3
Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan. 

**SECTION 2**

**GRANT OFOPTIONS**

 
2.1
Grant of Options

The Committee shall, from time to time in its sole discretion, grant Options to such Persons or Entities and on such terms and conditions asare permitted under this Plan. Options will be awarded to U.S. Option Holders only if such U.S. Option Holder performs services for the Company or any corporation or other entity in which the Company has a direct or indirect controlling interest orotherwise has a significant ownership interest, as determined in accordance with applicable regulations under section 409A of the Code, such that the Option will constitute an award of “service recipient stock” for purposes ofSection 409A of the Code or otherwise does not subject the award to the excise tax under Section 409A of the Code. For U.S. Options Holders, an Option will not be granted to an RRSP. 

 
2.2
Record of Option Grants

The Committee shall be responsible to maintain a record of all Options granted under this Plan and such record shall contain, in respect ofeach Option: 

 
(a)
the name and address of the Option Holder; 

 
(b)
the category (Executive, Employee or Consultant) under which the Option was granted to him, her or it;

 
(c)
the designation of Options as Incentive Stock Options orNon-Statutory Options, as applicable; 

 
(d)
the Grant Date and Expiry Date of the Option; 

 
(e)
the number of Shares which may be acquired on the exercise of the Option and the Exercise Price of theOption; 

 
(f)
the vesting and other additional terms, if any, attached to the Option; and 

 
(g)
the particulars of each and every time the Option is exercised. 

 
10 

2.3
Effect of Plan

All Options granted pursuant to the Plan shall be subject to the terms and conditions of the Plan notwithstanding the fact that the OptionCertificates issued in respect thereof do not expressly contain such terms and conditions but instead incorporate them by reference to the Plan. The Option Certificates will be issued for convenience only and in the case of a dispute with regard toany matter in respect thereof, the provisions of the Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to theprovisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan,such terms and conditions will supersede the provisions of the Plan. 

**SECTION 3**

**PURPOSE AND PARTICIPATION**

 
3.1
Purpose of Plan

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Executives,Employees and Consultants to contribute toward the long term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long term investments. 

 
3.2
Participation in Plan

The Committee shall, from time to time and in its sole discretion, determine those Executives, Employees and Consultants to whom Options are tobe granted, subject to the provisions of section 2.1 hereof, and provided that only a committee of the Board comprised of directors who qualify as independent directors (within the meaning of the independence rules of any applicable securitiesexchange where the Shares are then listed) may grant awards to Directors who are not also employees of the Company or an affiliate of the Company. 

 
3.3
Limits on Option Grants

The following limitations shall apply to the Plan and all Options thereunder: 

 
(a)
the maximum number of Options which may be granted to any one Option Holder under the Plan within any12 month period shall be 5% of the Outstanding Issue (unless the Company has obtained disinterested shareholder approval if required by Regulatory Rules); 

 
(b)
if required by Regulatory Rules, disinterested shareholder approval is required to the grant to Insiders,within a 12 month period, of a number of Options which, when added to the number of outstanding Options granted to Insiders within the previous 12 months, exceed 10% of the Outstanding Issue; 

 
(c)
with respect to section 5.1, the Expiry Date of an Option shall be no later than the tenth anniversaryof the Grant Date of such Option; 

 
(d)
the maximum number of Options which may be granted to any one Consultant within any 12 month periodmust not exceed 2% of the Outstanding Issue; and 

 
11 

(e)
the maximum number of Options which may be granted within any 12 month period to Employees orConsultants engaged in investor relations activities must not exceed 2% of the Outstanding Issue and such options must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period, and such limitationwill not be an amendment to this Plan requiring the Option Holders consent under section 9.2 of this Plan. 

 
3.4
Notification of Grant

Following the granting of an Option, the Administrator shall, within a reasonable period of time, notify the Option Holder in writing of thegrant and shall enclose with such notice the Option Certificate representing the Option so granted. In no case will the Company be required to deliver an Option Certificate to an Option Holder until such time as the Company has obtained allnecessary Regulatory Approvals for the grant of the Option. 

 
3.5
Copy of Plan; Effective Date of Plan

Each Option Holder, concurrently with the notice of the grant of the Option, shall be provided with a copy of the Plan. A copy of any amendmentto the Plan shall be promptly provided by the Administrator to each Option Holder. The Plan was adopted by the Board on [_________], 2019. The Plan shall be subject to approval by the stockholders of the Company which approval will be within12 months after the date the Plan is adopted by the Board. 

 
3.6
Limitation on Service

The Plan does not give any Option Holder that is an Executive the right to serve or continue to serve as an Executive of the Company or anySubsidiary, nor does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company or any Subsidiary. In addition, the Company or an affiliate may at any time dismiss an OptionHolder from employment free from any liability or any claim under the Plan or any Option, unless otherwise expressly provided in the Plan or in any award agreement. Nothing in this Plan shall confer on any person any legal or equitable right againstthe Company or any affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an affiliate. Under no circumstances shall any person ceasing to be an employee of the Company or any affiliate beentitled to any compensation for any loss of any right or benefit under the Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfairdismissal, breach of contract or otherwise. By participating in the Plan, each Option Holder shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shallbe fully bound thereby. 

 
3.7
No Obligation to Exercise

Option Holders shall be under no obligation to exercise Options. 

 
12 

3.8
Agreement

The Company and every Option Holder granted an Option hereunder shall be bound by and subject to the terms and conditions of this Plan. Byaccepting an Option granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms and conditions of this Plan. In the event that the Option Holder is promised his, her or its Options pursuant to an oral orwritten agreement with the Company or a Subsidiary, whether such agreement is an employment agreement, consulting agreement or any other kind of agreement of any kind whatsoever, the Option Holder acknowledges that in the event of any inconsistencybetween the terms relating to the grant of such Options in that agreement and the terms attaching to the Options as provided for in this Plan, the terms provided for in this Plan shall prevail and the other agreement shall be deemed to have beenamended accordingly. 

 
3.9
Notice

Any notice, delivery or other correspondence of any kind whatsoever to be provided by the Company to an Option Holder will be deemed to havebeen provided if provided to the last home address, fax number or email address of the Option Holder in the records of the Company and the Company shall be under no obligation to confirm receipt or delivery. 

 
3.10
Representation

As a condition precedent to the issuance of an Option, the Company must be able to represent to the Exchange as of the Grant Date that theOption Holder is a *bona fide*Executive, Employee or Consultant of the Company or any Subsidiary. 

**SECTION 4**

**NUMBER OF SHARES UNDER PLAN**

 
4.1
Number of Shares

Subject to adjustment as provided for herein and to section 12, the number of Shares which will be available for purchase pursuant toOptions granted pursuant to this Plan, plus any other outstanding stock options of the Company granted pursuant to any other Company option plan or a previous stock option plan or agreement, will not exceed 10% of the Outstanding Issue. If anyOption expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

 
4.2
Fractional Shares

No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, an Option Holder would becomeentitled 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 for the fractional interest. 

 
13 

**SECTION 5**

**TERMS AND CONDITIONS OF OPTIONS**

 
5.1
Exercise Period of Option

Subject to sections 5.5, 6.2, 6.3, 6.4 and 11.4, the Grant Date and the Expiry Date of an Option shall be the dates fixed by the Committeeat the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option. No Incentive Stock Option may be granted after ten (10) years from the earlier of the date this Plan was adopted by the Board orthe date this Plan was approved by shareholders. The term and expiry date of an Incentive Stock Option shall not exceed ten (10) years, (and in the case of an Incentive Stock Option granted to a Ten Percent Shareholder Participant, it shall notexceed five (5) years) from Grant Date of such Incentive Stock Option. 

 
5.2
Number of Shares Under Option

The number of Shares which may be purchased pursuant to an Option shall be determined by the Committee and shall be set out in the OptionCertificate issued in respect of the Option. 

 
5.3
Exercise Price of Option

The Exercise Price at which an Option Holder may purchase a Share upon the exercise of an Option shall be determined by the Committee and shallbe set out in the Option Certificate issued in respect of the Option. The Exercise Price shall not be less than the Market Value of the Shares as of the Grant Date. The Market Value of the Shares for a particular Grant Date shall be determined asfollows, and for Options awarded to U.S. Option Holders, the Exercise Price will not be less than such Market Value, provided however that the Committee may designate a purchase price below Market Value on the date of grant if the Option is grantedin substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an affiliate of the Company: 

 
(a)
for each organized trading facility on which the Shares are listed, Market Value will be the closing tradingprice of the Shares on the day immediately preceding the Grant Date, and, except with respect to Options awarded to U.S. Option Holders, may be less than this price if it is within the discounts permitted by the applicable Regulatory Authorities;

 
(b)
if the Company’s Shares are listed on more than one organized trading facility, the Market Value shallbe the Market Value as determined in accordance with subparagraph (a) above for the primary organized trading facility on which the Shares are listed, as determined by the Committee, subject to any adjustments as may be required to secure allnecessary Regulatory Approvals; 

 
(c)
if the Company’s Shares are listed on one or more organized trading facilities but have not tradedduring the ten trading days immediately preceding the Grant Date, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee; and

 
(d)
if the Company’s Shares are not listed on any organized trading facility, then the Market Value willbe, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee to be the fair value of the Shares, taking into consideration all factors that the Committee deemsappropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arms length and any other factors required to be considered under section 409A of the Code for purposes of valuation ofstock that is not traded on an established securities market. Notwithstanding anything else contained herein, in no case will the Market Value be less than the minimum prescribed by each of the organized trading facilities that would apply to theCompany on the Grant Date in question. 

 
14 

Notwithstanding the foregoing, the Exercise Price of Shares subject to an Incentive StockOption granted under the Plan to a Ten Percent Shareholder Participant shall be not less than 110% of the fair market value of the Shares on the Grant Date as determined in good faith by the Committee at the Grant Date. 

 
5.4
Incentive Stock Options.

The maximum aggregate number of Shares that may be issued under this Plan as Incentive Stock Options is 50,000,000****Shares.****Incentive Stock Options may only be granted to individuals who are employees of the Company or a subsidiary of the Company (as defined under section 424(f) of the Code). To the extent that Options designated as Incentive Stock Optionsbecome exercisable by an Option Holder for the first time during any calendar year for Shares having a fair market value greater than US$100,000, the portion of such Options which exceeds such amount shall not be treated as Incentive Stock Optionsbut instead shall be treated as Non-Statutory Stock Options. For the purposes of this Section 5.4, Options designated as Incentive Stock Options shall be taken into account in the order in which they weregranted, and the fair market value of Shares shall be determined as of the Grant Date of the Option with respect to such Shares. If the Code is amended to provide for a different limitation than that set forth in this Section 5.4, suchdifferent limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as may be required or permitted by such amendment to the Code. If an Option is treated as aNon-Statutory Option in part by reason of the limitation set forth in this Section 5.4, the Option Holder may designate which portion of such Option the Option Holder is exercising at any given time. Inthe absence of such designation, the Option Holder shall be deemed to have exercised the Incentive Stock Option portion of the Option first. If the Plan is not approved by shareholders in accordance with the requirements of section 422 of theCode within twelve (12) months of the adoption of the Plan, Options otherwise designated as Incentive Stock Options will be Non-Statutory Stock Options. The Company shall have no liability to an OptionsHolder, or any other party, if any Option (or any part thereof) intended to be an Incentive Stock Option is not an Incentive Stock Option. 

 
5.5
Termination of Option

Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in wholeor in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The ExpiryDate of an Option shall be the earlier of the date so fixed by the Committee at the time the Option is granted as set out in the Option Certificate and the date established, if applicable, in paragraphs (a) or (b) below orsections 6.2, 6.3, 6.4, or 11.4 of this Plan: 

 
(a)
*Ceasing to Hold Office—*In the event that the Option Holder holds his or her Option as anExecutive and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee, the 30th day following the date the Option Holder ceasesto hold such position unless the Option Holder ceases to hold such position as a result of: 

 
 (i)
ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;

 
15 

 (ii)
a special resolution having been passed by the shareholders of the Company removing the Option Holder as adirector of the Company or any Subsidiary; or 

 
 (iii)
an order made by any Regulatory Authority having jurisdiction to so order, in which case the Expiry Dateshall be the date the Option Holder ceases to hold such position; OR 

 
(b)
*Ceasing to be Employed or Engaged*- In the event that the Option Holder holds his or her Option as anEmployee or Consultant and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee, the 30th day following the date the OptionHolder ceases to hold such position, unless the Option Holder ceases to hold such position as a result of: 

 
 (i)
termination for cause; 

 
 (ii)
resigning his or her position; or 

 
 (iii)
an order made by any Regulatory Authority having jurisdiction to so order, in which case the Expiry Dateshall be the date the Option Holder ceases to hold such position. 

In the event that the Option Holder ceases to holdthe position of Executive, Employee or Consultant for which the Option was originally granted, but comes to hold a different position as an Executive, Employee or Consultant prior to the expiry of the Option, the Committee may, in its solediscretion, choose to permit the Option to stay in place for that Option Holder with such Option then to be treated as being held by that Option Holder in his or her new position and such will not be considered to be an amendment to the Option inquestion requiring the consent of the Option Holder under section 9.2 of this Plan. Notwithstanding anything else contained herein, in no case will an Option be exercisable later than the Expiry Date of the Option. 

 
5.6
Vesting of Option and Acceleration

The vesting schedule for an Option, if any, shall be determined by the Committee and shall be set out in the Option Certificate issued inrespect of the Option. The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option inquestion requiring the consent of the Option Holder under section 9.2 of this Plan. 

 
16 

5.7
Additional Terms

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Committee may attach additional terms and conditions tothe grant of a particular Option, such terms and conditions to be set out in a schedule attached to the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter inrespect thereof, the provisions of this Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions ofthe Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms andconditions will supersede the provisions of the Plan. 

**SECTION 6**

**TRANSFERABILITY OF OPTIONS**

 
6.1
Non-transferable

An Incentive Stock Option shall not be assignable or transferable by any Option Holder and, subject to section 6.2 hereof, may beexercised during the life of the Option Holder only by the Option Holder. An Option other than an Incentive Stock Option are non-assignable and non-transferable, exceptas provided otherwise in this section 6. 

 
6.2
Death of Option Holder

In the event of the Option Holder’s death, any Options held by such Option Holder shall pass to the Personal Representative of the OptionHolder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the date of death and the applicable Expiry Date. 

 
6.3
Disability of Option Holder

If the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option Holder as a director or officerof the Company or a Subsidiary is terminated by the Company by reason of such Option Holder’s Disability, any Options held by such Option Holder shall be exercisable by such Option Holder or by the Personal Representative on or before the datewhich is the earlier of one year following the termination of employment, engagement or appointment as a director or officer and the applicable Expiry Date. 

 
6.4
Disability and Death of Option Holder

If an Option Holder has ceased to be employed, engaged or appointed as a director or officer of the Company or a Subsidiary by reason of suchOption Holder’s Disability and such Option Holder dies within one year after the termination of such engagement, any Options held by such Option Holder that could have been exercised immediately prior to his or her death shall pass to thePersonal Representative of such Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the death of such Option Holder and the applicable Expiry Date. 

 
17 

6.5
Vesting

Unless the Committee determines otherwise, Options held by or exercisable by a Personal Representative shall, during the period prior to theirtermination, continue to vest in accordance with any vesting schedule to which such Options are subject. 

 
6.6
Deemed Non-Interruption of Engagement

Employment or engagement by the Company shall be deemed to continue intact during any military or sick leave or other bona fide leave ofabsence if the period of such leave does not exceed 90 days or, if longer, for so long as the Option Holder’s right to re-employment or re-engagement by theCompany is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Option Holder’s re-employment or re-engagement isnot so guaranteed, then his or her employment or engagement shall be deemed to have terminated on the ninety-first day of such leave. 

**SECTION 7**

**EXERCISEOF OPTION**

 
7.1
Exercise of Option

An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder. An Option Holder or the PersonalRepresentative of any Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by delivering to the Administrator the required Exercise Notice, theapplicable Option Certificate and a certified cheque or bank draft or wire transfer payable to the Company or its legal counsel or, at the discretion of the Company, by payment of the exercise price through broker-assisted cashless exercise, tenderof previously owned Shares with a fair market value equal to the exercise price, net exercise (except with respect to Incentive Stock Options) and any other method permitted under the terms of the Option Certificate and attached schedules or as maybe approved by the Company in an amount equal to the aggregate Exercise Price of the Shares then being purchased pursuant to the exercise of the Option. Notwithstanding anything else contained herein, Options may not be exercised during a Black-Out unless the Committee determines otherwise. 

 
7.2
Black Out Period

Notwithstanding the foregoing, except in the case of Incentive Stock Options, if an Option expires, terminates or is cancelled (other than anexpiry, termination or cancellation pursuant to section 5.5(a)(i), (ii), or (iii) or section 5.5(b)(i), (ii), or (iii) above) within or immediately after a Black Out, the term of such Option shall be extended to the date which isten (10) business days after the last day of the Black Out; provided, that, the expiration date as extended by this section 7.2 will not in any event be beyond the later of: (i) December 31 of the calendar year in which theOption was otherwise due to expire; and (ii) the 15th day of the third month following the month in which the Option was otherwise due to expire. 

 
18 

7.3
Issue of Share Certificates

As soon as reasonably practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the OptionHolder 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 also provide a new Option Certificate for the balance ofShares available under the Option to the Option Holder concurrent with delivery of the certificate for the Shares. 

 
7.4
No Rights as Shareholder

Until the date of the issuance of the certificate for the Shares purchased pursuant to the exercise of an Option, no right to vote or receivedividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option, unless the Committee determines otherwise. In the event of any dispute over the date of the issuance of thecertificates, the decision of the Committee shall be final, conclusive and binding. 

 
7.5
No Right to Employment; Other Benefits

No compensation or benefit awarded to or realized by any Option Holder under the Plan shall be included for the purpose of computing suchOption Holder’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise providedby such other plan. 

 
7.6
Tax Withholding and Procedures

Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as itdetermines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing,an Option Holder who wishes to exercise an Option must, in addition to following the procedures set out in 7.1 and elsewhere in this Plan, and as a condition of exercise: 

 
(a)
deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined bythe Company to be the appropriate amount on account of such taxes or related amounts; 

 
(b)
otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion,that the amount will be securely funded; or 

 
(c)
and must in all other respects follow any related procedures and conditions imposed by the Company.

 
19 

7.7
No trust Fund Created

Neither the Plan nor any Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship betweenthe Company or any affiliate and an Option Holder or any other Person or Entity. To the extent that any Person acquires a right to receive payments from the Company or any affiliate pursuant to an award, such right shall be no greater than the rightof any unsecured general creditor of the Company or any affiliate. 

**SECTION 8**

**ADMINISTRATION**

 
8.1
Board or Committee

The Plan shall be administered by the Administrator with oversight by the Committee. 

 
8.2
Powers of Committee

The Committee shall have the authority to do the following: 

 
(a)
oversee the administration of the Plan in accordance with its terms; 

 
(b)
appoint or replace the Administrator from time to time; 

 
(c)
determine all questions arising in connection with the administration, interpretation and application of thePlan, including all questions relating to the Market Value; 

 
(d)
correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and tosuch extent as shall be deemed necessary or advisable to carry out the purposes of the Plan; 

 
(e)
prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;

 
(f)
determine the duration and purposes of leaves of absence from employment or engagement by the Company whichmay be granted to Option Holders without constituting a termination of employment or engagement for purposes of the Plan; 

 
(g)
do the following with respect to the granting of Options: 

 
 (i)
determine the Executives, Employees or Consultants to whom Options shall be granted, based on theeligibility criteria set out in this Plan; 

 
 (ii)
determine the terms of the Option to be granted to an Option Holder including, without limitation, the GrantDate, Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option); 

 
 (iii)
subject to any necessary Regulatory Approvals and section 9.2, amend the terms of any Options;

 
 (iv)
determine when Options shall be granted; 

 
 (v)
determine the number of Shares subject to each Option; and 

 
20 

 (vi)
to designate Options as Incentive Stock Options or Non-StatutoryOptions, as applicable; 

 
(h)
accelerate the vesting schedule of any Option previously granted; and 

 
(i)
make all other determinations necessary or advisable, in its sole discretion, for the administration of thePlan. 

 
8.3
Administration by Committee

All determinations made by the Committee in good faith shall be final, conclusive and binding upon all persons. The Committee shall have allpowers necessary or appropriate to accomplish its duties under this Plan. 

 
8.4
Interpretation

The interpretation by the Committee of any of the provisions of the Plan and any determination by it pursuant thereto shall be final,conclusive and binding and shall not be subject to dispute by any Option Holder. No member of the Committee or any person acting pursuant to authority delegated by it hereunder shall be personally liable for any action or determination in connectionwith the Plan made or taken in good faith and each member of the Committee 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. 

**SECTION 9**

**APPROVALS AND AMENDMENT**

 
9.1
Shareholder Approval of Plan

If required by a Regulatory Authority or by the Committee, this Plan may be made subject to the approval of the shareholders of the Company asprescribed by the Regulatory Authority. If shareholder approval is required, any Options granted under this Plan prior to such time will not be exercisable or binding on the Company unless and until such shareholder approval is obtained. 

 
9.2
Amendment of Option or Plan

Subject to any required Regulatory Approvals, the Committee may from time to time amend any existing Option or the Plan (provided that withrespect to Options of U.S. Option Holders such amendment will be undertaken only if it will not cause adverse tax consequences under section 409A of the Code) or the terms and conditions of any Option thereafter to be granted provided thatwhere such amendment relates to an existing Option and it would: 

 
(a)
materially decrease the rights or benefits accruing to an Option Holder; or 

 
(b)
materially increase the obligations of an Option Holder; then, unless otherwise excepted out by a provisionof this Plan, the Committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the Exercise Price of an Option is reduced the Option Holder is an Insider of the Company, the Insider must notexercise the option at the reduced Exercise Price until the reduction in Exercise Price has been approved by the disinterested shareholders of the Company, if required by the Exchange. 

 
21 

**SECTION 10**

**CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES**

 
10.1
Compliance with Laws

An Option shall not be granted or exercised, and Shares shall not be issued pursuant to the exercise of any Option, unless the grant andexercise of such Option and the issuance and delivery of such Shares comply with all applicable Regulatory Rules, and such Options and Shares will be subject to all applicable trading restrictions in effect pursuant to such Regulatory Rules and theCompany shall be entitled to legend the Option Certificates and the certificates representing such Shares accordingly. 

 
10.2
Regulatory Approvals

In administering this Plan, the Committee will seek any Regulatory Approvals which may be required. The Committee will not permit any Optionsto be granted without first obtaining the necessary Regulatory Approvals unless such Options are granted conditional upon such Regulatory Approvals being obtained. The Committee will make all filings required with the Regulatory Authorities inrespect of the Plan and each grant of Options hereunder. No Option granted will be exercisable or binding on the Company unless and until all necessary Regulatory Approvals have been obtained. The Committee shall be entitled to amend this Plan andthe Options granted hereunder in order to secure any necessary Regulatory Approvals and such amendments will not require the consent of the Option Holders under section 9.2 of this Plan. 

 
10.3
Inability to Obtain Regulatory Approvals

The Company’s inability to obtain Regulatory Approval from any applicable Regulatory Authority, which Regulatory Approval is deemed by theCommittee to be necessary to complete the grant of Options hereunder, the exercise of those Options or the lawful issuance and sale of any Shares pursuant to such Options, shall relieve the Company of any liability with respect to the failure tocomplete such transaction. 

**SECTION 11**

**ADJUSTMENTS AND TERMINATION**

 
11.1
Termination of Plan

Subject to any necessary Regulatory Approvals, the Committee may terminate or suspend the Plan. Unless earlier terminated as provided in thissection 11, the Plan shall terminate on, and no more Options shall be granted under the Plan after, the tenth anniversary of the date of the Board’s adoption of the Plan. 

 
22 

11.2
No Grant During Suspension of Plan

No Option may be granted during any suspension, or after termination, of the Plan. Suspension or termination of the Plan shall not, without theconsent of the Option Holder, alter or impair any rights or obligations under any Option previously granted. 

 
11.3
Alteration in Capital Structure

If there is a material alteration in the capital structure of the Company and the Shares are consolidated, subdivided, converted, exchanged,reclassified or in any way substituted for, the Committee shall make such adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances, so that theproportionate interest of each Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation: 

 
(a)
a change in the number or kind of shares of the Company covered by such Options; and 

 
(b)
a change in the Exercise Price payable per Share provided, however, that the aggregate Exercise Priceapplicable to the unexercised portion of existing Options shall not be altered, it being intended that any adjustments made with respect to such Options shall apply only to the Exercise Price per Share and the number of Shares subject thereto.

For purposes of this section 11.3, and without limitation, neither: 

 
(c)
the issuance of additional securities of the Company in exchange for adequate consideration (includingservices); nor 

 
(d)
the conversion of outstanding securities of the Company into Shares shall be deemed to be materialalterations of the capital structure of the Company. Any adjustment made to any Options pursuant to this section 11.3 shall not be considered an amendment requiring the Option Holder’s consent for the purposes of section 9.2 of thisPlan. 

 
11.4
Triggering Events

Subject to the Company complying with section 11.5 and any necessary Regulatory Approvals and notwithstanding any other provisions of thisPlan or any Option Certificate, the Committee may, without the consent of the Option Holder or Option Holders in question: 

 
(a)
cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of aTriggering Event; or 

 
(b)
cause all or a portion of any of the Options granted under the Plan to be exchanged for incentive stockoptions of another corporation upon the occurrence of a Triggering Event in such ratio and at such exercise price as the Committee deems appropriate, acting reasonably, and in the case of Options held by U.S. Option Holders, in a manner thatcomplies with the requirements of U.S. Treas. Reg. Sec. 1.409A-1(b)(5)(v)(D), and with respect to Incentive Stock Options, with U.S. U.S. Treas. Reg. Sec. 1.424-1(a)(5).Such termination or exchange shall not be considered an amendment requiring the Option Holder’s consent for the purpose of section 9.2 of the Plan. 

 
23 

11.5
Notice of Termination by Triggering Event

In the event that the Committee wishes to cause all or a portion of any of the Options granted under this Plan to terminate on the occurrenceof a Triggering Event, it must give written notice to the Option Holders in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Option Holder the opportunity to exercise the vested portion of theOptions prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Company proposes to terminate shall become immediately exercisablenotwithstanding any contingent vesting provision to which such Options may have otherwise been subject. 

 
11.6
Determinations to be Made By Committee

Adjustments and determinations under this section 11 shall be made by the Committee, whose decisions as to what adjustments ordetermination shall be made, and the extent thereof, shall be final, binding, and conclusive. 

**SECTION 12**

**ADJUSTMENTS AND TERMINATION**

 
12.1
Maximum Number of Options

Notwithstanding anything contained in the Plan to the contrary, the maximum number of options the committee can grant is 10% of the number ofClass A Shares, which for clarity, includes the number of Shares issuable on conversion of the Class B Proportionate Voting Shares and the Class C Multiple Voting Shares. For the avoidance of doubt, the maximum number of stock optionsgranted under this Plan and any other Company equity incentive plan must not exceed 10% of the Outstanding Issue. 

**SECTION 13**

**CALIFORNIA OPTIONS**

 
13.1
California Options

Notwithstanding any other provision of this Plan, the provisions of this section 13 shall apply to any award granted or proposed to begranted to a Person in California, unless such award is otherwise exempt from the applicable securities laws of California (a “California Award”). 

 
13.2
Termination Date

A California Award may not be exercised more than 10 years after the grant date and any award agreement shall terminate on or before the 10thanniversary of the date of grant. 

 
24 

13.3
Post-Termination Exercise Period

Unless employment is terminated for cause as defined by applicable law, the terms of the Plan or award agreement or a contract of employment,the right to exercise an Option by a Participant in California in the event of termination of employment of the Participant, to the extent that the Participant is entitled to exercise on the date employment terminates, continues until at least theearlier of the expiration of the Term of Option or: 

 
(a)
at least six months from the date of termination, if termination was caused by death or disability; or

 
(b)
at least 30 days from the date of termination, if termination was caused by other than death or disability.

 
13.4
Shareholder Approval / Grant Limitations

The Company will not grant California Awards unless: 

 
(a)
the Company is a foreign private issuer, as defined by Rule 3b-4 ofthe Exchange Act, on the grant date of the California Award, and the aggregate number of persons in California granted awards under all compensation plans and agreements and issued securities under all purchase and bonus plans and agreements of theCompany does not exceed 35; or 

 
(b)
prior to or within 12 months of the granting of the first California Award under the Plan and prior toincreasing the number of Authorized Shares, the Plan is approved by a majority of the Company’s outstanding securities entitled to vote, not counting for the purpose of calculating such vote any securities issued upon exercise or vesting ofawards granted in California. 

Awards granted prior to security holder approval of the Plan or in excess of theAuthorized Shares previously approved by the security holders shall become exercisable no earlier than the date of shareholder approval of the Plan or such increase in the Authorized Shares, as the case may be, and such awards shall be rescinded ifsuch security holder approval is not received in the manner described in Section 13.4. 

 
13.5
Company Information

The Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results ofoperations, consistent with the requirements of applicable law, at least annually to each Participant in California during the period such Participant has one or more awards outstanding, and in the case of an individual who acquired Shares pursuantto the Plan, during the period such Participant owns such Shares; provided, however, the Company shall not be required to provide such information if (i) the issuance is limited to key persons whose duties in connection with the Company assuretheir access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall beconsidered a “family member” as that term is defined in Rule 701. 

 
25 

**SCHEDULE A**

**[Include legends prescribed by Regulatory Authorities, if required.]**

**4FRONT VENTURES CORP.**

**STOCK OPTION PLAN—OPTION CERTIFICATE**

This Option Certificate is issued pursuant to the provisions of the Stock Option Plan (the “**Plan**”) of 4Front Ventures Corp.(the “**Company**”) and evidences that ●[Name of Option Holder] is the holder (the “**Option Holder**”) of an option (the “**Option**”) to purchase up to ● Class A Subordinate Voting Shares(the “**Shares**”) in the capital stock of the Company at a purchase price of Cdn.$● per Share (the “**Exercise Price**”). This Option may be exercised at any time and from time to time from and including thefollowing Grant Date through to and including up to 4:00 p.m. local time in Vancouver, British Columbia, Canada (the “**Expiry Time**”) on the following Expiry Date: 

 
(a)
the Grant Date of this Option is ●, 20●; and 

 
(b)
subject to sections 5.5, 6.2, 6.3, 6.4 and 11.4 of the Plan, the Expiry Date of this Option is 20.

To exercise this Option (to the extent it is vested), the Option Holder must deliver to the Administrator of the Plan,prior to the Expiry Time on the Expiry Date, an Exercise Notice, in the form provided in the Plan, which is incorporated by reference herein, together with the original of this Option Certificate and a certified cheque or bank draft payable to theCompany or its legal counsel, or by payment of the exercise price through broker-assisted cashless exercise, tender of previously owned Shares with a fair market value equal to the exercise price, net exercise (except with respect to Incentive StockOptions) in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option is being exercised. 

ThisOption Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Certificate is issued for convenience only and in the case of anydispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail. This Option is also subject to the terms and conditions, including vesting conditions, contained in the schedules, if any,attached hereto. 

**[Include legends prescribed by Regulatory Authorities, if required.]**

If the Option Holder is a resident or citizen of the United States of America at the time of the exercise of the Option, the certificate(s)representing the Shares will be endorsed with the following or a similar legend: 

“The securitiesrepresented by this certificate have not been registered under the Securities Act of 1933, as amended, of the United States of America (the “Act”) or the securities laws of any state (“State”) of the United States of America andmay not be sold, transferred, pledged, hypothecated or distributed, directly or indirectly, to a U.S. person (as defined in Regulation S adopted by the U.S. Securities and Exchange Commission under the Act) or within the United States unless suchsecurities are (i) registered under the Act and any applicable State securities act (a “State Act”), or (ii) exempt from registration under the Act and any applicable State Act and the Company has received an opinion of counselto such effect reasonably satisfactory to it, or (iii)sold in accordance with Regulation S and the Company has received an opinion of counsel to such effect reasonably satisfactory to it.” 

 
26 

**4Front Ventures Corp. by its authorized signatory:**

The Option Holder acknowledges receipt of a copy of the Plan and represents to the Company that the OptionHolder is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Option Holder agrees to execute, deliver, file and otherwise assist the Company in filing anyreport, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by the Regulatory Authorities. The Option Holder further acknowledges that if the Plan has not been approved by theshareholders of the Company on the Grant Date, this Option is not exercisable until such approval has been obtained. 

 

Signature of Option Holder:
    
                    
  
Signature
  
Date signed:
    
Print Name
      
Address
      
 
27 

**OPTION CERTIFICATE – SCHEDULE**

**[Complete the following additional terms and any other special terms, if applicable, or remove the inapplicable terms or this scheduleentirely.]**

The additional terms and conditions attached to the Option represented by this Option Certificate are as follows: 

 
1.
The Options will not be exercisable unless and until they have vested in accordance with the terms of thePlan and the vesting schedule below, and then only to the extent that they have vested. Provided that the Option Holder remains in continuous service with the Company or an affiliated entity through the dates specified below, the Options will vestin accordance with the following: 

 
 (a)
● Shares (●%) will vest and be exercisable on or after the Grant Date; 

 
 (b)
● additional Shares (●%) will vest and be exercisable on or after ● [date];

 
 (c)
● additional Shares (●%) will vest and be exercisable on or after ● [date];

 
 (d)
● additional Shares (●%) will vest and be exercisable on or after ● [date];

 
2.
Upon the Option Holder ceasing to hold a position with the Company, other than as a result of the events setout in paragraphs 5.5(a) or 5.5(b) of the Plan, the Expiry Date of the Option shall be ● **[Insert date desired that is longer or shorter than the standard 30******** days as set out in the Plan]**following the date theOption Holder ceases to hold such position. 

 

Type of Option
 
                Incentive StockOption

(U.S. Employees only):
 
                Non-Statutory Stock Option

 
3.
The following provisions apply to Incentive Stock Options. 

 
 (a)
Incentive Stock Options (“ISOs”) may be issued only to individuals who are employees of theCompany or a subsidiary of the Company (as defined under section 424(f) of the Code) (“U.S. Employees”). 

 
 (b)
If a U.S. Option Holder has been granted an ISO and ceases to be a U.S. Employee, then, in order to retainthe status of the Option as an ISO for U.S. federal tax purposes, such Option must be exercised within the time limits set forth below. Failure to exercise an Incentive Stock Option within the following time limits will result in the Option ceasingto be an Incentive Stock Option. The limitations below are not intended to extend the term of an Option as set forth in the Plan, the applicable Option Certificate and related Schedules. The limitations below merely reflect the period during whichan Option intended to be an Incentive Stock Option must be exercised (assuming it otherwise could be exercised during such period) in order retain Incentive Stock Option tax treatment. If an ISO ceases to be an ISO by virtue of failure to timelyexercise the Option as described above, but the Option remains exercisable pursuant to its terms, the Option will be treated as a Non-Statutory Stock Option and the provisions set forth in the Plan or theOption Certificate will apply with respect to the period during which the Option may be exercised. 

 
28 

 • 
A U.S. Option Holder who ceases to be a U.S. Employee due to Disability must exercise an ISO (to the extentsuch ISO was exercisable on the date of termination of employment due to Disability) within one year following the date of termination due to Disability (but in no event beyond the term of such Incentive Stock Option) in order to retain ISO taxtreatment. 

 
 • 
A U.S. Option Holder who ceases to be a U.S. Employee for any reason other than the death or Disability mustexercise such ISO (to the extent such ISO was exercisable on the date of termination of employment) within three months following the date of termination (but in no event beyond the term of such ISO), in order to retain ISO tax treatment.

 
 • 
An Incentive Stock Option of a U.S. Participant who ceases to be a U.S. Employee by reason of death can beexercised by the estate in accordance with the terms of the Plan and applicable Option Certificate during the period specified in the Plan or the applicable Option Certificate without loss of ISO tax treatment (assuming other ISO requirements aremet). 

 
 (c)
To the extent that an Option designated as an ISO becomes exercisable by an Option Holder for the first timeduring any calendar year for Shares having a fair market value greater than US$100,000 (measured by the fair market value as of the Grant Date), the portion of such Option which exceeds such amount shall not be treated as an ISO but instead shall betreated as a Non-Statutory Stock Option. 

 
29 

**SCHEDULE B**

**4FRONT VENTURES CORP.**

**STOCK OPTION PLAN**

**NOTICE OF EXERCISE OF OPTION**

 

TO:
 
The Administrator, Stock Option Plan

 

•  

 

•  **[**Address]

 

(or such other address as the Companymay advise)

The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the“**Plan**”) of 4Front Ventures Corp. (the “**Company**”), of the exercise of the Option to acquire and hereby subscribes for (**cross out inapplicable item):**

 
 (d)
all of the Shares; or 

 
 (e)
of the Shares; 

which are the subject of the Option Certificate attached hereto **(attach your original Option Certificate).**The undersigned tendersherewith a certified cheque or bank draft (**circle one**) payable to the Company in an amount equal to the aggregate Exercise Price of the aforesaid Shares (or such other method of payment permitted by the grant agreement) and directs theCompany to issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address (**provide full complete address**): 

 
                    
The undersigned acknowledges the Option is not validly exercised unless this Notice is completed in strictcompliance with this form and delivered to the required address with the required payment prior to 4:00 p.m. local time in Vancouver, British Columbia, Canada on the Expiry Date of the Option. 

DATED the day of             , 20    . 

 

**                                                                    **

**Signature of OptionHolder                    **

 
30