Exhibit 10.2


 


KAIVAL
BRANDS INNOVATIONS GROUP,
INC.


AMENDED AND RESTATED 2020
STOCK AND INCENTIVE
COMPENSATION PLAN


 


Nonqualified
Stock Option


 


Grant of Option.
KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (the “Company”), hereby grants to the Awardee
named below a Nonqualified Stock Option for
the purchase of
up to but
not exceeding the
number of shares
of the Company’s
Common Stock, $.001 par value per share (the “Option”), exercisable at the price and upon the terms and conditions
set forth below, and subject to any adjustments made pursuant to Section 15 of the Company’s Amended and Restated 2020 Stock
and Incentive Compensation Plan (“Plan”):


 


                            Awardee:QUIKFILLRX, LLC


 


                            Number of Shares:250,000


 


                            Grant Date:November 9, 2022


 


                            Exercise Price/Share:see below $0.9869


 


                            Expiration Date:November 9, 2032


 


Approval
of Counsel Required
for Issuance of
Common Stock. No
shares of Common Stock
shall be issued
pursuant to the
exercise of the
Option unless counsel
for the Company
shall be satisfied that such issuance will be in compliance with applicable Federal and state securities laws.


 


Option
Subject to Plan.
The Option is
granted as a
Nonqualified Stock Option
as defined in Section 2(w) of the Plan that is not intended to qualify
as an incentive stock option within the meaning of Section 422
of the Internal Revenue Code,
is issued pursuant to the Plan, and is
in all respects subject to the terms, provisions, conditions and restrictions of the
Plan. In the event of any conflict between this instrument and the Plan, the Plan shall
control.


 


Defined Terms.
Except as otherwise defined herein, capitalized terms used in this instrument shall have the meanings ascribed to such
terms in the Plan.


 


Exercise
Price. The Option
exercise price set
forth above for
each related Common
Share is not less
than the Fair
Market Value of
each Common Share
calculated as of
the date of
grant in accordance with Section 2(t) of the Plan.
The exercise price is subject to adjustment pursuant to Section 15 of the Plan.


 


Vesting of
Option. The Option will become fully vested and exercisable with respect to 100% of
the Option Shares on the Grant Date.


 


Services Agreement.
In the event of any inconsistencies between the terms of that certain Fourth Amendment to Services Agreement, dated as of the Grant
Date, between the Company and the Awardee (the “Services Agreement”) and the terms hereof with respect to the terms
of the Option granted hereby, the terms of the Services Agreement shall prevail.


 






    	 



    	 



    

 


Option Period.
The Option, or any part thereof, may be exercised at any time between the date at which it becomes vested and exercisable
and the Expiration Date set forth above, inclusive of
such dates, subject to the terms
of the Services Agreement. Notwithstanding the
foregoing, in no
event may the
Option vest and
be exercised unless
and until the Company
has an effective
Registration Statement on
Form S-8 (or
such other applicable
form) on file with the Securities and Exchange Commission to register the issuance of the shares Common
Stock upon the
exercise of the
Option, unless the
Company determines that
such grant (i) shall be registered
in another manner under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) does not require registration
under the Securities Act in order to comply with the requirements of the Securities Act, if applicable.


 


Method of
Exercise. The Option is exercisable by providing a written notice of exercise in accordance
with the procedures adopted by the Administrator, but subject to all conditions and restrictions
set forth in
the Plan, and
the Option consideration
shall be payable
in one of
the forms permitted under
Section 8(f) of
the Plan, as
determined by the
Administrator. The exercise
price for the number of shares exercised under the Option shall be payable in
full at the time of exercise.


 


Transferability.
The Option is not assignable or transferable except by will or the laws of descent
or distribution and
is exercisable only by Awardee (or
the heirs or assigns of Russell Quick upon distribution from the Option upon the death of Russell Quick)..
No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise (except to a designated beneficiary, upon death, by will or the laws of descent or distribution) will vest
in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option
will terminate and become of no further effect.


 


Tax Withholding on
Exercise. Awardee shall satisfy the Company’s withholding obligation of any federal, state, local or foreign taxes of any kind
required to be withheld as a result of an exercise of the Option by providing payment of the amount of such withholding: (i) by cash,
certified or cashier’s check, money order or personal check; (ii) by delivery of shares of the Company’s
common stock already owned by Awardee; (iii) by the Company’s withholding from other compensation
payable to Awardee by the Company; or (iv) pursuant to a request by Awardee, by withholding from the shares of common stock to
be delivered upon exercise of the Option no more than the maximum number of shares that is necessary to satisfy the statutory withholding
obligation.


 




	KAIVAL BRANDS INNOVATIONS GROUP, INC.	 	 	 
	 	 	 	 	 
	By:	/s/ Eric Mosser	 	Date:	November 9, 2022
	Name:	ERIC MOSSER	 	 	 
	Title:	PRESIDENT, COO	 	 	 




 






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The
Awardee acknowledges receipt of a copy of the Plan, represents that Awardee is familiar with the terms and provisions thereof, and hereby
accepts the Option evidenced hereby subject to all the terms, provisions, conditions and restrictions of the Plan. The Awardee also understands
that this Option is not intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Accordingly, the
Awardee understands that Awardee will recognize taxable income upon exercise of the Option based on the difference between the Option
exercise price and the Fair Market Value of the shares at the time of exercise.


 


	QUIKFILL RX, LLC	 
	 	 	 
	By:	/s/ Russell Quick	 
	Name: 	RUSSELL QUICK	 
	Title:	 MANAGING MEMBER	 
	 	 	 
	Date:	November 9, 2022	 




 


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