lowell_ex10-11





  Exhibit 10.11







 


INDUS
HOLDINGS, INC.


2019 STOCK AND
INCENTIVE PLAN


 


APPROVED
BY THE COMPANY’S SHAREHOLDERS: JANUARY 16, 2019


AMENDED
BY THE HOLDER OF SUPER VOTING SHARES: APRIL 13, 2020


AMENDED
BY THE HOLDER OF SUPER VOTING SHARES: FEBRUARY 17,
2021

 




Section
1.

Purpose





 


The
purpose of the Plan is to promote the interests of the Company and
its shareholders by aiding the Company in attracting and retaining
employees, officers, consultants, advisors and Non-Employee
Directors capable of assuring the future success of the Company, to
offer such persons incentives to put forth maximum efforts for the
success of the Company’s business and to compensate such
persons through various stock and cash-based arrangements and
provide them with opportunities for stock ownership in the Company,
thereby aligning the interests of such persons with the
Company’s shareholders.

 




Section
2.

Definitions





 


As used
in the Plan, the following terms shall have the meanings set forth
below:

 




(a)

“Affiliate” shall mean any entity
that, directly or indirectly through one or more intermediaries, is
controlled by the Company.





 




(b)

“Award” shall mean any Option,
Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
Performance Award, Dividend Equivalent or Other Stock-Based Award
granted under the Plan.





 




(c)

“Award Agreement” shall mean any
written agreement, contract or other instrument or document
evidencing an Award granted under the Plan (including a document in
an electronic medium) executed in accordance with the requirements
of Section 10(b).





 




(d)

“Board” shall mean the Board of
Directors of the Company.





 




(e)

“Code” shall mean the U.S.
Internal Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder.





 




(f)

“Committee” shall mean the
Compensation Committee of the Board or such other committee
designated by the Board to administer the Plan. 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, the Committee 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.





 




(g)

“Company” shall mean Indus
Holdings, Inc., a British Columbia corporation, and any successor
corporation.





 




(h)

“Convertible Shares” means the
non-voting redeemable common shares of Indus Holding
Company.





 


 







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(i)

“CSE” means the Canadian
Securities Exchange.





 




(j)

“Director” shall mean a member of
the Board.





 




(k)

“Dividend Equivalent” shall mean
any right granted under Section 6(e) of the Plan.





 




(l)

“Effective Date” shall mean the
date the Plan is adopted by the Board, as set forth in Section
11.





 




(m)

“Eligible Person” shall mean any
employee, officer, Non-Employee Director, consultant, independent
contractor or advisor providing services to the Company or any
Affiliate, or any such person to whom an offer of employment or
engagement with the Company or any Affiliate is
extended.





 




(n)

“Exchange Act” shall mean the U.S.
Securities Exchange Act of 1934, as amended.





 




(o)

“Fair Market Value” with respect
to one Share as of any date shall mean (a) if the Shares are listed
on the CSE or any established stock exchange, the price of one
Share at the close of the regular trading session of such market or
exchange on the last trading day prior to such date, and if no sale
of Shares shall have occurred on such date, on the next preceding
date on which there was a sale of Shares. Notwithstanding the
foregoing, in the event that the Shares are listed on the CSE, for
the purposes of establishing the exercise price of any Options, the
Fair Market Value shall not be lower than the greater of the
closing market price of the Shares on the CSE on (i) the trading
day prior to the date of grant of the Options, and (ii) the date of
grant of the Options; (b) if the Shares are not so listed on the
CSE or any established stock exchange, the average of the closing
“bid” and “asked” prices quoted by the OTC
Bulletin Board, the National Quotation Bureau, or any comparable
reporting service on such date or, if there are no quoted
“bid” and “asked” prices on such date, on
the next preceding date for which there are such quotes for a
Share; or (c) if the Shares are not publicly traded as of such
date, the per share value of one Share, as determined by the Board,
or any duly authorized Committee of the Board, in its sole
discretion, by applying principles of valuation with respect
thereto.





 




(p)

“Incentive Stock Option” shall
mean an option granted under 6(a) of the Plan that is intended to
meet the requirements of Section 422 of the Code or any successor
provision.





 




(q)

“Listed Security” means any
security of the Company that is listed or approved for listing on a
U.S. national securities exchange or designated or approved for
designation as a national market system security on an interdealer
quotation system by the U.S. Financial Industry Regulatory
Authority (or any successor thereto).





 




(r)

“Non-Employee Director” shall mean
a Director who is not also an employee of the Company or any
Affiliate.





 


 




 

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(s)

“Non-Qualified Stock Option” shall
mean an option granted under Section 6(a) of the Plan that is not
intended to be an Incentive Stock Option.





 




(t)

“Option” shall mean an Incentive
Stock Option or a Non-Qualified Stock Option to purchase shares of
the Company.





 




(u)

“Other Stock-Based Award” shall
mean any right granted under Section 6(f) of the Plan.





 




(v)

“Participant” shall mean an
Eligible Person designated to be granted an Award under the
Plan.





 




(w)

“Performance Award” shall mean any
right granted under 6(d) of the Plan.





 




(x)

“Person” shall mean any individual
or entity, including a corporation, partnership, limited liability
company, association, joint venture or trust.





 




(y)

“Plan” shall mean the
Company’s 2019 Stock and Incentive Plan, as amended from time
to time.





 




(z)

“Restricted Stock” shall mean any
Share granted under Section 6(c) of the Plan.





 




(aa)

“Restricted Stock Unit” shall mean
any unit granted under Section 6(c) of the Plan evidencing the
right to receive a Share (or a cash payment equal to the Fair
Market Value of a Share) at some future date, provided that in the
case of Participants who are liable to taxation under the Tax Act
in respect of amounts payable under this Plan, that such date shall
not be later than December 31 of the third calendar year following
the year services were performed in respect of the corresponding
Restricted Stock Unit awarded.





 




(bb)

“Section 409A” shall mean Section
409A of the Code, or any successor provision, and applicable
Treasury Regulations and other applicable guidance
thereunder.





 




(cc)

“Securities Act” shall mean the
U.S. Securities Act of 1933, as amended.





 




(dd)

“Share” or “Shares” shall mean Subordinate
Voting Shares of the Company (or such other securities or property
as may become subject to Awards pursuant to an adjustment made
under Section 4(c) of the Plan).





 




(ee)

“Specified Employee” shall mean a
specified employee as defined in Section 409A(a)(2)(B) of the Code
or applicable proposed or final regulations under Section 409A,
determined in accordance with procedures established by the Company
and applied uniformly with respect to all plans maintained by the
Company that are subject to Section 409A.





 




(ff)

“Stock Appreciation Right” shall
mean any right granted under Section 6(b) of the Plan.





 




(gg)

“Tax Act” means the Income Tax Act (Canada).





 


 




 

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(hh)

“U.S. Award Holder” shall mean any
holder of an Award who is a “U.S. person” (as defined
in Rule 902(k) of Regulation S under the Securities Act) or who is
holding or exercising Awards in the United States.





 




Section
3.

Administration





 




(a)

Power and Authority of the
Committee. The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan and to applicable
law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards
to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or the method by which
payments or other rights are to be calculated in connection with)
each Award; (iv) determine the terms and conditions of any Award or
Award Agreement, including any terms relating to vesting, the
forfeiture of any Award and the forfeiture, recapture or
disgorgement of any cash, Shares or other amounts payable with
respect to any Award; (v) amend the terms and conditions of any
Award or Award Agreement, subject to the limitations under Section
7; (vi) accelerate the exercisability of any Award or the lapse of
any restrictions relating to any Award, subject to the limitations
in Section 7; (vii) determine whether, to what extent and under
what circumstances Awards may be exercised in cash, Shares, other
securities, other Awards or other property (excluding promissory
notes), or canceled, forfeited or suspended, subject to the
limitations in Section 7; (viii) determine whether, to what extent
and under what circumstances amounts payable with respect to an
Award under the Plan shall be deferred either automatically or at
the election of the holder thereof or the Committee, subject to the
requirements of Section 409A; (ix) interpret and administer the
Plan and any instrument or agreement, including an Award Agreement,
relating to the Plan; (x) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; (xi) make
any other determination and take any other action that the
Committee deems necessary or desirable for the administration of
the Plan; and (xii) adopt such modifications, rules, procedures and
subplans as may be necessary or desirable to comply with provisions
of the laws of the jurisdictions in which the Company or an
Affiliate may operate, including, without limitation, establishing
any special rules for Affiliates, Eligible Persons or Participants
located in any particular country, in order to meet the objectives
of the Plan and to ensure the viability of the intended benefits of
Awards granted to Participants located in such non-United States
jurisdictions. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award or Award Agreement
shall be within the sole discretion of the Committee, may be made
at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award or Award
Agreement, and any employee of the Company or any
Affiliate.





 




(b)

Delegation. The Committee may
delegate to one or more officers or Directors of the Company,
subject to such terms, conditions and limitations as the Committee
may establish in its sole discretion, the authority to grant
Awards; provided, however,
that the Committee shall not delegate such authority in such a
manner as would cause the Plan not to comply with applicable
exchange rules or applicable corporate law.





 


 




 

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(c)

Power and Authority of the
Board. Notwithstanding anything to the contrary contained
herein, (i) the Board may, at any time and from time to time,
without any further action of the Committee, exercise the powers
and duties of the Committee under the Plan, unless the exercise of
such powers and duties by the Board would cause the Plan not to
comply with the requirements of all applicable securities rules and
(ii) only the Committee (or another committee of the Board
comprised of directors who qualify as independent directors within
the meaning of the independence rules of any applicable securities
exchange where the Shares are then listed) may grant Awards to
Directors who are not also employees of the Company or an
Affiliate.





 




(d)

Indemnification. To the full
extent permitted by law, (i) no member of the Board, the Committee
or any person to whom the Committee delegates authority under the
Plan shall be liable for any action or determination taken or made
in good faith with respect to the Plan or any Award made under the
Plan, and (ii) the members of the Board, the Committee and each
person to whom the Committee delegates authority under the Plan
shall be entitled to indemnification by the Company with regard to
such actions and determinations. The provisions of this paragraph
shall be in addition to such other rights of indemnification as a
member of the Board, the Committee or any other person may have by
virtue of such person’s position with the
Company.





 




Section
4.

Shares
Available for Awards





 




(a)

Shares Available. Subject to
adjustment as provided in Section 4(c) of the Plan, the aggregate
number of Shares that may be issued under all Awards under the Plan
shall be 13,205,932 Shares. The aggregate number of Shares that may
be issued under all Awards under the Plan shall be reduced by
Shares subject to Awards issued under the Plan in accordance with
the Share counting rules described in Section 4(b)
below.





 




(b)

Counting Shares. For purposes
of this Section 4, if an Award entitles the holder thereof to
receive or purchase Shares, the number of Shares covered by such
Award or to which such Award relates shall be counted on the date
of grant of such Award against the aggregate number of Shares
available for granting Awards under the Plan.





 




(i)

Shares Added Back to Reserve.
If any Shares covered by an Award or to which an Award relates are
not purchased or are forfeited or are reacquired by the Company
(including any Shares withheld by the Company or Shares tendered to
satisfy any tax withholding obligation on Awards or Shares covered
by an Award that are settled in cash), or if an Award otherwise
terminates or is cancelled without delivery of any Shares, then the
number of Shares counted against the aggregate number of Shares
available under the Plan with respect to such Award, to the extent
of any such forfeiture, reacquisition by the Company, termination
or cancellation, shall again be available for granting Awards under
the Plan.





 


 




 

5








 






 




(ii)

Cash-Only Awards. Awards that
do not entitle the holder thereof to receive or purchase Shares
shall not be counted against the aggregate number of Shares
available for Awards under the Plan.





 




(iii)

Substitute Awards Relating to Acquired
Entities. Shares issued under Awards granted in substitution
for awards previously granted by an entity that is acquired by or
merged with the Company or an Affiliate shall not be counted
against the aggregate number of Shares available for Awards under
the Plan.





 




(c)

Adjustments. In the event that
any dividend (other than a regular cash dividend) or other
distribution (whether in the form of cash, Shares, other securities
or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities
of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company or other similar
corporate transaction or event affects the Shares such that an
adjustment is necessary in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and type of
Shares (or other securities or other property) that thereafter may
be made the subject of Awards, (ii) the number and type of Shares
(or other securities or other property) subject to outstanding
Awards, (iii) the purchase price or exercise price with respect to
any Award and (iv) the limitation contained in Section 4(d) below;
provided, however, that the
number of Shares covered by any Award or to which such Award
relates shall always be a whole number. Such adjustment shall be
made by the Committee or the Board, whose determination in that
respect shall be final, binding and conclusive.





 




(d)

Director Award Limitations. The
limitation contained in this Section 4(d) shall apply only with
respect to any Award or Awards granted under this Plan, and
limitations on awards granted under any other shareholder-approved
incentive plan maintained by the Company will be governed solely by
the terms of such other plan.





 




(e)

Additional Award Limitations.
If, and so long as, the Company is listed on the CSE, the aggregate
number of Shares issued or issuable to persons providing investor
relations activities (as defined in CSE policies) as compensation
within a one-year period, shall not exceed 1% of the total number
of Shares then outstanding.





 




Section
5.

Eligibility





 


Any
Eligible Person shall be eligible to be designated as a
Participant. In determining which Eligible Persons shall receive an
Award and the terms of any Award, the Committee may take into
account the nature of the services rendered by the respective
Eligible Persons, their present and potential contributions to the
success of the Company and/or such other factors as the Committee,
in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to
full-time or part-time employees (which term, as used herein,
includes, without limitation, officers and Directors who are also
employees), and an Incentive Stock Option shall not be granted to
an employee of an Affiliate unless such Affiliate is also a
“subsidiary corporation” of the Company within the
meaning of Section 424(f) of the Code or any successor
provision.

 


 




 

6








 






 




Section
6.

Awards





 




(a)

Options. The Committee is
hereby authorized to grant Options to Eligible Persons with the
following terms and conditions and with such additional terms and
conditions not inconsistent with the provisions of the Plan, as the
Committee shall determine:





 




(i)

Exercise Price. The purchase
price per Share purchasable under an Option shall be determined by
the Committee and shall not be less than 100% of the Fair Market
Value of a Share on the date of grant of such Option; provided,
however, that for Eligible Persons who are not residents of Canada
for purposes of the Tax Act and not subject to taxation under the
Tax Act with respect to such Option, the Committee may designate a
purchase price below Fair Market Value on the date of grant if the
Option is granted in substitution for a stock option previously
granted by an entity that is acquired by or merged with the Company
or an Affiliate, and further provided, however, that any
adjustments to purchase price must be made in accordance with Code
Section 409A and any adjustments with respect to Incentive Stock
Options must be made in accordance with Code Section
424.





 




(ii)

Option Term. The term of each
Option shall be fixed by the Committee at the date of grant and
shall not be longer than 10 years from the date of grant).
Notwithstanding the foregoing, in the event that the expiry date of
an Option held by an Eligible Person falls within a trading
blackout period imposed by the Company (a “Blackout Period”), and neither the
Company nor the individual in possession of the Options is subject
to a cease trade order in respect of the Company’s
securities, then the expiry date of such Option shall be
automatically extended to the 10th business day following the end
of the Blackout Period.





 




(iii)

Time and Method of Exercise.
The Committee shall determine the time or times at which an Option
may be exercised in whole or in part and the method or methods by
which, and the form or forms, including, but not limited to, cash,
Shares (actually or by attestation), other securities, other Awards
or other property, or any combination thereof, having a Fair Market
Value on the exercise date equal to the applicable exercise price,
in which payment of the exercise price with respect thereto may be
made or deemed to have been made.





 




(A)

Promissory Notes.
Notwithstanding the foregoing, the Committee may not permit payment
of the exercise price, either in whole or in part, with a
promissory note.





 




(B)

Net Exercises. The Committee
may, in its discretion, permit an Option to be exercised by
delivering to the Participant a number of Shares having an
aggregate Fair Market Value (determined as of the date of exercise)
equal to the excess, if positive, of the Fair Market Value of the
Shares underlying the Option being exercised on the date of
exercise, over the exercise price of the Option for such
Shares.





 


 




 

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(iv)

Incentive Stock Options.
Notwithstanding anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of stock options
which are intended to qualify as Incentive Stock
Options:





 




(A)

The Committee will
not grant Incentive Stock Options in which the aggregate Fair
Market Value (determined as of the time the Option is granted) of
the Shares with respect to which Incentive Stock Options are
exercisable for the first time by any Participant during any
calendar year (under this Plan and all other plans of the Company
and its Affiliates) shall exceed $100,000.





 




(B)

Subject to
adjustment pursuant to Section 4(c), the maximum number of Shares
that may be issued pursuant to Incentive Stock Options shall not
exceed 6,000,000 Shares.





 




(C)

All Incentive Stock
Options must be granted within ten years from the earlier of the
date on which this Plan was adopted by the Board or the date this
Plan was approved by the shareholders of the Company.





 




(D)

Unless sooner
exercised and subject to Section 6(a)(ii), all Incentive Stock
Options shall expire and no longer be exercisable no later than ten
years after the date of grant.





 




(E)

The purchase price
per Share for an Incentive Stock Option shall be not less than 100%
of the Fair Market Value of a Share on the date of grant of the
Incentive Stock Option; provided, however, that, in the case of the
grant of an Incentive Stock Option to a Participant who, at the
time such Option is granted, owns (within the meaning of Section
422 of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of
its Affiliates, the purchase price per Share purchasable under an
Incentive Stock Option shall be not less than 110% of the Fair
Market Value of a Share on the date of grant of the Incentive Stock
Option.





 




(F)

Any Incentive Stock
Option authorized under the Plan shall contain such other
provisions as the Committee shall deem advisable, but shall in all
events be consistent with and contain all provisions required in
order to qualify the Option as an Incentive Stock
Option.





 




(b)

Stock Appreciation Rights. The
Committee is hereby authorized to grant Stock Appreciation Rights
to Eligible Persons subject to the terms of the Plan and any
applicable Award Agreement. A Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to
receive upon exercise thereof the excess of (i) the Fair Market
Value of one Share on the date of exercise over (ii) the grant
price of the Stock Appreciation Right as specified by the
Committee, which price shall not be less than 100% of the Fair
Market Value of one Share on the date of grant of the Stock
Appreciation Right; provided,
however, that, subject to applicable law and stock exchange
rules, the Committee may designate a grant price below Fair Market
Value on the date of grant if the Stock Appreciation Right is
granted in substitution for a stock appreciation right previously
granted by an entity that is acquired by or merged with the Company
or an Affiliate; and further
provided, however, that any adjustments to purchase price
with respect to any Incentive Stock Options must be made in
accordance with Code Section 409A. Subject to the terms of the Plan
and any applicable Award Agreement, the grant price, term, methods
of exercise, dates of exercise, methods of settlement and any other
terms and conditions of any Stock Appreciation Right shall be as
determined by the Committee (except that the term of each Stock
Appreciation Right shall be subject to the same limitations in
Section 6(a)(ii) applicable to Options). The Committee may impose
such conditions or restrictions on the exercise of any Stock
Appreciation Right as it may deem appropriate.





 


 




 

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(c)

Restricted Stock and Restricted Stock
Units. The Committee is hereby authorized to grant an Award
of Restricted Stock and Restricted Stock Units to Eligible Persons
with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:





 




(i)

Restrictions. Shares of
Restricted Stock and Restricted Stock Units shall be subject to
such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other
right or property with respect thereto), which restrictions may
lapse separately or in combination at such time or times, in such
installments or otherwise as the Committee may deem appropriate.
Notwithstanding the foregoing, rights to dividend or Dividend
Equivalent payments shall be subject to the limitations described
in Section 6(e).





 




(ii)

Issuance and Delivery of
Shares. Any Restricted Stock granted under the Plan shall be
issued at the time such Awards are granted and may be evidenced in
such manner as the Committee may deem appropriate, including
book-entry registration or issuance of a stock certificate or
certificates, which certificate or certificates shall be held by
the Company or held in nominee name by the stock transfer agent or
brokerage service selected by the Company to provide such services
for the Plan. Such certificate or certificates shall be registered
in the name of the Participant and shall bear an appropriate legend
referring to the restrictions applicable to such Restricted Stock.
Shares representing Restricted Stock that are no longer subject to
restrictions shall be delivered (including by updating the
book-entry registration) to the Participant promptly after the
applicable restrictions lapse or are waived. Unless otherwise
provided for in an Award Agreement, in the case of Restricted Stock
Units, no Shares shall be issued at the time such Awards are
granted. Unless otherwise provided in any Award Agreement, upon the
lapse or waiver of restrictions and the restricted period relating
to Restricted Stock Units evidencing the right to receive Shares,
such Shares shall be issued and delivered to the holder of the
Restricted Stock Units.





 




(iii)

Forfeiture. Except as otherwise
determined by the Committee or as provided in an Award Agreement,
upon a Participant’s termination of employment or service or
resignation or removal as a Director (in either case, as determined
under criteria established by the Committee) during the applicable
restriction period, all Shares of Restricted Stock and all
Restricted Stock Units held by such Participant at such time shall
be forfeited and reacquired by the Company for cancellation at no
cost to the Company; provided, however, that the Committee may
waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock
Units.





 


 




 

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(d)

Performance Awards. The
Committee is hereby authorized to grant Performance Awards to
Eligible Persons. A Performance Award granted under the Plan (i)
may be denominated or payable in cash, Shares (including, without
limitation, Restricted Stock and Restricted Stock Units), other
securities, other Awards or other property and (ii) shall confer on
the holder thereof the right to receive payments, in whole or in
part, upon the achievement of one or more objective performance
goals during such performance periods as the Committee shall
establish. Subject to the terms of the Plan, the performance goals
to be achieved during any performance period, the length of any
performance period, the amount of any Performance Award granted,
the amount of any payment or transfer to be made pursuant to any
Performance Award and any other terms and conditions of any
Performance Award shall be determined by the
Committee.





 




(e)

Dividend Equivalents. The
Committee is hereby authorized to grant Dividend Equivalents to
Eligible Persons under which the Participant shall be entitled to
receive payments (in cash, Shares, other securities, other Awards
or other property as determined in the discretion of the Committee)
equivalent to the amount of cash dividends paid by the Company to
holders of Shares with respect to a number of Shares determined by
the Committee. Subject to the terms of the Plan and any applicable
Award Agreement, such Dividend Equivalents may have such terms and
conditions as the Committee shall determine. Notwithstanding the
foregoing, (i) the Committee may not grant Dividend Equivalents to
Eligible Persons in connection with grants of Options, Stock
Appreciation Rights or other Awards the value of which is based
solely on an increase in the value of the Shares after the date of
grant of such Award, and (ii) dividend and Dividend Equivalent
amounts may be accrued but shall not be paid unless and until the
date on which all conditions or restrictions relating to such Award
have been satisfied, waived or lapsed.





 




(f)

Other Stock-Based Awards. The
Committee is hereby authorized to grant to Eligible Persons such
other Awards that are denominated or payable in, valued in whole or
in part by reference to, or otherwise based on or related to,
Shares (including, without limitation, securities convertible into
Shares), as are deemed by the Committee to be consistent with the
purpose of the Plan. The Committee shall determine the terms and
conditions of such Awards, subject to the terms of the Plan and any
applicable Award Agreement. No Award issued under this Section 6(f)
shall contain a purchase right or an option-like exercise
feature.





 




(g)

General





 




(i)

Consideration for Awards.
Awards may be granted for no cash consideration or for any cash or
other consideration as may be determined by the Committee or
required by applicable law.





 




(ii)

Limits on Transfer of Awards.
Except as otherwise provided by the Committee in its discretion and
subject to such additional terms and conditions as it determines,
no Award (other than fully vested and unrestricted Shares issued
pursuant to any Award) and no right under any such Award shall be
transferable by a Participant other than by will or by the laws of
descent and distribution, and no Award (other than fully vested and
unrestricted Shares issued pursuant to any Award) or right under
any such Award may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the
Company or any Affiliate. Where the Committee does permit the
transfer of an Award other than a fully vested and unrestricted
Share, such permitted transfer shall be for no value and in
accordance with all applicable securities rules. The Committee may
also establish procedures as it deems appropriate for a Participant
to designate a person or persons, as beneficiary or beneficiaries,
to exercise the rights of the Participant and receive any property
distributable with respect to any Award in the event of the
Participant’s death.





 


 




 

10








 






 




(iii)

Restrictions; Securities Exchange
Listing. All Shares or other securities delivered under the
Plan pursuant to any Award or the exercise thereof shall be subject
to such restrictions as the Committee may deem advisable under the
Plan, applicable federal or state securities laws and regulatory
requirements, and the Committee may cause appropriate entries to be
made with respect to, or legends to be placed on the certificates
for, such Shares or other securities to reflect such restrictions.
The Company shall not be required to deliver any Shares or other
securities covered by an Award unless and until the requirements of
any federal or state securities or other laws, rules or regulations
(including the rules of any securities exchange) as may be
determined by the Company to be applicable are
satisfied.





 




(iv)

Prohibition on Option and Stock
Appreciation Right Repricing. Except as provided in Section
4(c) hereof, the Committee may not, without prior approval of the
Company’s shareholders and applicable stock exchange
approval, seek to effect any repricing of any previously granted,
“underwater” Option or Stock Appreciation Right by: (i)
amending or modifying the terms of the Option or Stock Appreciation
Right to lower the exercise price; (ii) canceling the underwater
Option or Stock Appreciation Right and granting either (A)
replacement Options or Stock Appreciation Rights having a lower
exercise price; or (B) Restricted Stock, Restricted Stock Units,
Performance Award or Other Stock-Based Award in exchange; or (iii)
cancelling or repurchasing the underwater Option or Stock
Appreciation Right for cash or other securities. An Option or Stock
Appreciation Right will be deemed to be “underwater” at
any time when the Fair Market Value of the Shares covered by such
Award is less than the exercise price of the Award.





 




(v)

Section 409A Provisions.
Notwithstanding anything in the Plan or any Award Agreement to the
contrary, to the extent that any amount or benefit that constitutes
“deferred compensation” to a Participant under Section
409A and applicable guidance thereunder is otherwise payable or
distributable to a Participant under the Plan or any Award
Agreement solely by reason of the occurrence of a change in control
or due to the Participant’s disability or “separation
from service” (as such term is defined under Section 409A),
such amount or benefit will not be payable or distributable to the
Participant by reason of such circumstance unless the Committee
determines in good faith that (i) the circumstances giving rise to
such change in control event, disability or separation from service
meet the definition of a change in control event, disability, or
separation from service, as the case may be, in Section
409A(a)(2)(A) of the Code and applicable proposed or final
regulations, or (ii) the payment or distribution of such amount or
benefit would be exempt from the application of Section 409A by
reason of the short-term deferral exemption or otherwise. Any
payment or distribution that otherwise would be made to a
Participant who is a Specified Employee (as determined by the
Committee in good faith) on account of separation from service may
not be made before the date which is six months after the date of
the Specified Employee’s separation from service (or if
earlier, upon the Specified Employee’s death) unless the
payment or distribution is exempt from the application of Section
409A by reason of the short-term deferral exemption or
otherwise.





 


 




 

11








 






 




(vi)

Acceleration of Vesting or
Exercisability. No Award Agreement shall accelerate the
exercisability of any Award or the lapse of restrictions relating
to any Award in connection with a change-in-control event, unless
such acceleration occurs upon the consummation of (or effective
immediately prior to the consummation of, provided that the
consummation subsequently occurs) such change-in-control
event.





 




Section
7.

Amendment
and Termination; Corrections





 




(a)

Amendments to the Plan and
Awards. The Board may from time to time amend, suspend or
terminate this Plan, and the Committee may amend the terms of any
previously granted Award, provided that no amendment to the terms
of any previously granted Award may (except as expressly provided
in the Plan) materially and adversely alter or impair the terms or
conditions of the Award previously granted to a Participant under
this Plan without the written consent of the Participant or holder
thereof. Any amendment to this Plan, or to the terms of any Award
previously granted, is subject to compliance with all applicable
laws, rules, regulations and policies of any applicable
governmental entity or securities exchange, including receipt of
any required approval from the governmental entity or stock
exchange, and any such amendment, alteration, suspension,
discontinuation or termination of an Award will be in compliance
with CSE Policies. For greater certainty and without limiting the
foregoing, the Board may amend, suspend, terminate or discontinue
the Plan, and the Committee may amend or alter any previously
granted Award, as applicable, without obtaining the approval of
shareholders of the Company in order to:





 




(i)

amend the
eligibility for, and limitations or conditions imposed upon,
participation in the Plan;





 




(ii)

amend any terms
relating to the granting or exercise of Awards, including but not
limited to terms relating to the amount and payment of the exercise
price, or the vesting, expiry, assignment or adjustment of Awards,
or otherwise waive any conditions of or rights of the Company under
any outstanding Award, prospectively or retroactively;





 




(iii)

make changes that
are necessary or desirable to comply with applicable laws, rules,
regulations and policies of any applicable governmental entity or
stock exchange (including amendments to Awards necessary or
desirable to avoid any adverse tax results under Section 409A or
the Tax Act), and no action taken to comply shall be deemed to
impair or otherwise adversely alter or impair the rights of any
holder of an Award or beneficiary thereof; or





 




(iv)

amend any terms
relating to the administration of the Plan, including the terms of
any administrative guidelines or other rules related to the
Plan.





 


Notwithstanding the
foregoing and for greater certainty, prior approval of the
shareholders of the Company shall be required for any amendment to
the Plan or an Award that would:

 


 




 

12








 






 




(i)

require shareholder
approval under the rules or regulations of securities exchange that
is applicable to the Company;





 




(ii)

increase the number
of shares authorized under the Plan as specified in Section 4 of
the Plan;





 




(iii)

increase the
maximum number of Shares that may be issued pursuant to Incentive
Stock Options;





 




(iv)

permit repricing of
Options or Stock Appreciation Rights, which is currently prohibited
by Section 6(g)(iv) of the Plan;





 




(v)

permit the award of
Options or Stock Appreciation Rights at a price less than 100% of
the Fair Market Value of a Share on the date of grant of such
Option or Stock Appreciation Right, contrary to the provisions of
Section 6(a)(i) and Section 6(b) of the Plan;





 




(vi)

permit Options to
be transferable other than as provided in Section
6(g)(ii);





 




(vii)

amend this Section
7(a); or





 




(viii)

increase the
maximum term permitted for Options and Stock Appreciation Rights as
specified in Section 6(a) and Section 6(b) or extend the terms of
any Options beyond their original expiry date.





 




(b)

Corporate Transactions. In the
event of any reorganization, merger, consolidation, split-up,
spin-off, combination, plan of arrangement, take-over bid or tender
offer, repurchase or exchange of Shares or other securities of the
Company or any other similar corporate transaction or event
involving the Company (or the Company shall enter into a written
agreement to undergo such a transaction or event), the Committee or
the Board may, in its sole discretion, provide for any of the
following to be effective upon the consummation of the event (or
effective immediately prior to the consummation of the event,
provided that the consummation of the event subsequently occurs),
and no action taken under this Section 7(b) shall be deemed to
impair or otherwise adversely alter the rights of any holder of an
Award or beneficiary thereof:





 




(i)

either (A)
termination of the Award, whether or not vested, in exchange for an
amount of cash and/or other property, if any, equal to the amount
that would have been attained upon the exercise of the vested
portion of the Award or realization of the Participant’s
vested rights (and, for the avoidance of doubt, if, as of the date
of the occurrence of the transaction or event described in this
Section 7(b)(i)(A), the Committee or the Board determines in good
faith that no amount would have been attained upon the exercise of
the Award or realization of the Participant’s rights, then
the Award may be terminated by the Company without any payment) or
(B) the replacement of the Award with other rights or property
selected by the Committee or the Board, in its sole
discretion;





 


 




 

13








 






 




(ii)

that the Award be
assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar options,
rights or awards covering the stock of the successor or survivor
corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and
prices;





 




(iii)

that, subject to
Section 6(g)(vi), the Award shall be exercisable or payable or
fully vested with respect to all Shares covered thereby,
notwithstanding anything to the contrary in the applicable Award
Agreement; or





 




(iv)

that the Award
cannot vest, be exercised or become payable after a date certain in
the future, which may be the effective date of the
event.





 




(c)

Correction of Defects, Omissions and
Inconsistencies. The Committee may, without prior approval
of the shareholders of the Company, correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Award
or Award Agreement in the manner and to the extent it shall deem
desirable to implement or maintain the effectiveness of the
Plan.





 




Section
8.

Income
Tax Withholding





 


In
order to comply with all applicable federal, state, local or
foreign income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable
federal, state, local or foreign payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant
arising from the grant, vesting, exercise or payment of any Award
and payment is to be made in a manner satisfactory to the Company.
Without limiting the foregoing, in order to assist a Participant in
paying all or a portion of the applicable taxes to be withheld or
collected upon exercise or receipt of (or the lapse of restrictions
relating to) an Award, the Committee, in its discretion and subject
to such additional terms and conditions as it may adopt, may permit
the Participant to satisfy such tax obligation by (a) electing to
have the Company withhold a portion of the Shares otherwise to be
delivered upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the
amount of such taxes (subject to any applicable limitations under
ASC Topic 718 to avoid adverse accounting treatment) or (b)
delivering to the Company Shares other than Shares issuable upon
exercise or receipt of (or the lapse of restrictions relating to)
such Award with a Fair Market Value equal to the amount of such
taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.

 




Section
9.

U.S.
Securities Laws





 


Neither
the Awards nor the securities which may be acquired pursuant to the
exercise of the Awards have been registered under the Securities
Act or under any securities law of any state of the United States
of America and are considered “restricted securities”
(as such term is defined in Rule 144(a)(3) under the U.S.
Securities Act and any Shares shall be affixed with an applicable
restrictive legend as set forth in the Award Agreement. The Awards
may not be offered or sold, directly or indirectly, in the United
States except pursuant to registration under the U.S. Securities
Act and the securities laws of all applicable states or available
exemptions therefrom, and the Company has no obligation or present
intention of filing a registration statement under the U.S.
Securities Act in respect of any of the Awards or the securities
underlying the Awards, which could result in such U.S. Award Holder
not being able to dispose of any Shares issued on exercise of
Awards for a considerable length of time. Each U.S. Award Holder or
anyone who becomes a U.S. Award Holder, who is granted an Award in
the United States, who is a resident of the United States or who is
otherwise subject to the Securities Act or the securities laws of
any state of the United States will be required to complete an
Award Agreement which sets out the applicable United States
restrictions.

 


 




 

14








 






 




Section
10.

General
Provisions





 




(a)

No Rights to Awards. No
Eligible Person, Participant or other Person shall have any claim
to be granted any Award under the Plan, and there is no obligation
for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and
conditions of Awards need not be the same with respect to any
Participant or with respect to different Participants.





 




(b)

Award Agreements. No
Participant shall have rights under an Award granted to such
Participant unless and until an Award Agreement shall have been
signed by the Participant (if requested by the Company), or until
such Award Agreement is delivered and accepted through an
electronic medium in accordance with procedures established by the
Company. An Award Agreement need not be signed by a representative
of the Company unless required by the Committee. Each Award
Agreement shall be subject to the applicable terms and conditions
of the Plan and any other terms and conditions (not inconsistent
with the Plan) determined by the Committee.





 




(c)

Income Tax. With respect to any
Award granted to a Participant who is subject to taxation under the
provisions of the Tax Act in respect of such Award, the Committee
shall have the right, but not the obligation, to take account of
Canadian income tax considerations in determining the terms and
conditions of the Award or any other amendment
thereto.





 




(d)

Provision of Information. At
least annually, copies of the Company’s balance sheet and
income statement for the just completed fiscal year shall be made
available to each Participant and purchaser of shares upon the
exercise of an Award; provided, however, that this requirement
shall not apply if all offers and sales of securities pursuant to
the Plan comply with all applicable conditions of Rule 701 under
the Securities Act. The Company shall not be required to provide
such information to key persons whose duties in connection with the
Company assure them access to equivalent information





 




(e)

Plan Provisions Control. In the
event that any provision of an Award Agreement conflicts with or is
inconsistent in any respect with the terms of the Plan as set forth
herein or subsequently amended, the terms of the Plan shall
control.





 




(f)

No Rights of Shareholders.
Except with respect to Shares issued under Awards (and subject to
such conditions as the Committee may impose on such Awards pursuant
to Section 6(c)(i) or Section 6(e)), neither a Participant nor the
Participant’s legal representative shall be, or have any of
the rights and privileges of, a shareholder of the Company with
respect to any Shares issuable upon the exercise or payment of any
Award, in whole or in part, unless and until such Shares have been
issued.





 




(g)

No Limit on Other Compensation
Arrangements. Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in effect
other or additional compensation plans or arrangements, and such
plans or arrangements may be either generally applicable or
applicable only in specific cases.





 


 




 

15








 






 




(h)

No Right to Employment. The
grant of an Award shall not be construed as giving a Participant
the right to be retained as an employee of the Company or any
Affiliate, nor will it affect in any way the right of the Company
or an Affiliate to terminate a Participant’s employment at
any time, with or without cause, in accordance with applicable law.
In addition, the Company or an Affiliate may at any time dismiss a
Participant from employment free from any liability or any claim
under the Plan or any Award, 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 against the
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 be entitled 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 unfair dismissal, breach of contract
or otherwise. By participating in the Plan, each Participant 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 shall be fully bound thereby.





 




(i)

Governing Law. The laws of the
Province of British Columbia shall govern all questions concerning
the validity, construction and effect of the Plan or any Award, and
any rules and regulations relating to the Plan or any
Award.





 




(j)

Severability. If any provision
of the Plan or any Award is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or would disqualify
the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to
conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee,
materially altering the purpose or intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction or Award,
and the remainder of the Plan or any such Award shall remain in
full force and effect.





 




(k)

No Trust or Fund Created.
Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant
or any other Person. 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 right of any
unsecured general creditor of the Company or any
Affiliate.





 




(l)

Other Benefits. No compensation
or benefit awarded to or realized by any Participant under the Plan
shall be included for the purpose of computing such
Participant’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 provided by such other
plan.





 




(m)

No Fractional Shares. No
fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash shall
be paid in lieu of any fractional Share or whether such fractional
Share or any rights thereto shall be canceled, terminated or
otherwise eliminated.





 


 




 

16








 






 




(n)

Headings. Headings are given to
the sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the
Plan or any provision thereof.





 




Section
11.

Clawback
or Recoupment





 


All
Awards under this Plan shall be subject to recovery or other
penalties pursuant to (i) any Company clawback policy, as may be
adopted or amended from time to time, or (ii) any applicable law,
rule or regulation or applicable stock exchange rule.

 




Section
12.

Effective
Date of the Plan





 


The
Plan was adopted by the Board on [DATE], 2018 and approved by the
shareholders of the Company on January 16, 2019. The Plan was
amended by the holder of the super voting shares on April 13,
2020.

 




Section
13.

Term
of the Plan





 


No
Award shall be granted under the Plan, and the Plan shall
terminate, on the earlier of (i) [DATE], 2028 or the tenth
anniversary of the date the Plan is approved by the shareholders of
the Company, or any earlier date of discontinuation or termination
established pursuant to Section 7(a) of the Plan. Unless otherwise
expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond such dates, and the
authority of the Committee provided for hereunder with respect to
the Plan and any Awards, and the authority of the Board to amend
the Plan, shall extend beyond the termination of the
Plan.

 


 

 




 

17








 










 



ADDENDUM
A


Indus Holdings,
Inc. 2019 Stock and Incentive Plan


 


(California
Participants)

 


Prior
to the date, if ever, on which the Shares becomes a Listed Security
and/or the Company is subject to the reporting requirements of the
Exchange Act, the terms set forth herein shall apply to Awards
issued to California Participants. “California
Participant” means a Participant whose Award is issued in
reliance on Section 25102(o) of the California Corporations Code.
All capitalized terms used herein but not otherwise defined shall
have the respective meanings set forth in the Plan.

 




1.

The following rules
shall apply to any Option in the event of termination of the
Participant’s service to the Company or an
Affiliate:





 




(a)

If such termination
was for reasons other than death, “Permanent
Disability” (as defined below), or cause, the Participant
shall have at least 30 days after the date of such termination to
exercise his or her Option to the extent the Participant is
entitled to exercise on his or her termination date, provided that
in no event shall the Option be exercisable after the expiration of
the term as set forth in the Option Agreement.





 




(b)

If such termination
was due to death or Permanent Disability, the Participant shall
have at least 6 months after the date of such termination to
exercise his or her Option to the extent the Participant is
entitled to exercise on his or her termination date, provided that
in no event shall the Option be exercisable after the expiration of
the term as set forth in the Option Agreement.





 


“Permanent Disability” for
purposes of this Addendum shall mean the inability of the
Participant, in the opinion of a qualified physician acceptable to
the Company, to perform the major duties of the Participant’s
position with the Company or any Affiliate because of the sickness
or injury of the Participant.

 




2.

Notwithstanding
anything to the contrary in Section 4(c) of the Plan, the Committee
shall in any event make such adjustments as may be required by
Section 25102(o) of the California Corporations Code.





 




3.

Notwithstanding
anything stated herein to the contrary, no Option shall be
exercisable on or after the 10th anniversary of the date of grant
and any Award Agreement shall terminate on or before the 10th
anniversary of the date of grant.





 




4.

The Company shall
furnish summary financial information (audited or unaudited) of the
Company’s financial condition and results of operations,
consistent with the requirements of applicable law, at least
annually to each California Participant during the period such
Participant has one or more Awards outstanding, and in the case of
an individual who acquired Shares pursuant to 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 assure their 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
be considered a “family member” as that term is defined
in Rule 701.





 


 




 

18








 






 




5.

The Plan or any
increase in the maximum aggregate number of Shares issuable
thereunder as provided in Section 4(a) (the “Authorized
Shares”) shall be approved by a majority of the outstanding
securities of the Company entitled to vote by the later of (a) a
period beginning twelve (12) months before and ending twelve (12)
months after the date of adoption thereof by the Board or (b) the
first issuance of any security pursuant to the Plan in the State of
California (within the meaning of Section 25008 of the California
Corporations Code). Awards granted prior to security holder
approval of the Plan or in excess of the Authorized 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 if such security holder approval
is not received in the manner described in the preceding sentence.
Notwithstanding the foregoing, a foreign private issuer, as defined
by Rule 3b-4 of the Exchange Act of 1934 shall not be required to
comply with this paragraph provided that the aggregate number of
persons in California granted options under all option plans and
agreements and issued securities under all purchase and bonus plans
and agreements does not exceed 35.





 


 

 




 

19